Nagashima Ohno & Tsunematsu updates

Japan Exchange Regulation publishes principles to prevent corporate scandals
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • June 04 2018

In response to the significant corporate scandals that have come to light in recent years, Japanese authorities and regulators have been working to improve compliance awareness within corporate Japan. The Japan Exchange Regulation (JPX-R) recently published the Principles for Preventing Corporate Scandals, which provide valuable insight into the views of the JPX-R and, by extension, other Japanese regulators.

Employees' statutory rights to convert fixed-term contracts to indefinite term contracts
Nagashima Ohno & Tsunematsu
  • Employment & Benefits
  • Japan
  • April 04 2018

An amendment to the Labour Contracts Act states that if an employee with a fixed-term employment contract has been continuously employed by the same employer for more than five years, the employee will have the right to convert his or her fixed-term employment contract to an indefinite term employment contract. As the amendment applies only to employment contracts that commenced on or after April 1 2013, a significant number of employees became eligible to exercise this right on April 1 2018.

Finalisation of fair disclosure rule under securities law
Nagashima Ohno & Tsunematsu
  • Capital Markets
  • Japan
  • April 03 2018

In June 2017 the Financial Instruments and Exchange Act was amended to introduce the fair disclosure rule in Japan. Subsequently, in October 2017 the Financial Services Agency (FSA) published draft legislation (comprising an implementing order and an ordinance) and guidelines for public comment, followed by final legislation in December 2017. The FSA has now published new guidelines and opinions on the public comments that it received.

Are privilege protections coming to Japan?
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • March 26 2018

The absence of attorney-client privilege protections in Japan means that regulatory investigations must be handled with particular care. Various industry parties have argued that the absence of such protections unfairly damages the interests of companies active in Japan. However, the government has refused to introduce such protections out of concern that they could limit the regulators' broad investigative powers or otherwise adversely affect the Japanese regulatory environment.

Overtime regulation bill to undergo deliberation
Nagashima Ohno & Tsunematsu
  • Employment & Benefits
  • Japan
  • January 31 2018

In September 2017 the Ministry of Health, Labour and Welfare issued the Outline of the Act for Revising Related Acts for the Promotion of Work Style Reform. Once the National Diet passes the bill in 2018 and the revised Labour Standards Act takes effect at a later date, companies will be required to implement a new scheme to manage working hours which is substantially different from the existing scheme. As such, the proposed amendment will continue to garner significant attention going forward.

Fair disclosure rule under securities law
Nagashima Ohno & Tsunematsu
  • Capital Markets
  • Japan
  • November 21 2017

In June 2017 the Financial Instruments and Exchange Act was amended to introduce the so-called 'fair disclosure' rule in Japan. The amendments address recent cases of selective disclosure of material information by issuers to sell-side analysts and investors' requests to introduce similar fair disclosure rules to those of other jurisdictions. The Financial Services Agency recently published a draft implementing order, ordinance and guidelines for public comment.

Gift giving in corporate Japan: US Foreign Corrupt Practices Act considerations
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • November 20 2017

Japan's spirit of omotenashi (ie, hospitality) encompasses many aspects of Japanese culture and etiquette, including the practice of gift giving. Many Japanese companies invest heavily in nurturing long-term business partners and, as such, the practice of giving gifts to business partners is relatively common. However, a number of risks may arise in this regard under international anti-corruption legislation, particularly the US Foreign Corrupt Practices Act.

Equal pay for equal work: recent trends
Nagashima Ohno & Tsunematsu
  • Employment & Benefits
  • Japan
  • November 01 2017

In recent years, the government-established Council for the Realisation of Work Style Reform has frequently discussed how to realise the international trend of equal pay for equal work in Japan. Further, the Japanese courts have rendered some noteworthy judgments regarding the equal pay for equal work principle. As such, the government is in the process of amending the rules on equal pay for equal work, which will significantly affect Japanese employment practice.

New Action Plan for Realisation of Work Style Reform
Nagashima Ohno & Tsunematsu
  • Employment & Benefits
  • Japan
  • June 07 2017

The Council for the Realisation of Work Style Reform recently approved its action plan. To implement the plan, which the government has since adopted, certain legal amendments must be enacted. A number of related bills are expected to be tabled before the National Diet in 2017 and will likely garner significant attention.

Ministry of Health, Labour and Welfare strengthens overtime regulations
Nagashima Ohno & Tsunematsu
  • Employment & Benefits
  • Japan
  • April 19 2017

In recent years, excessively long overtime hours have been an issue in Japan. In accordance with the Labour Standards Act, the maximum working hours are eight hours a day, 40 hours a week, and company directors who violate this article are subject to imprisonment with labour or a fine. While an employer can extend its employees working hours in certain circumstances under a so-called '36 agreement', the Ministry of Health, Labour and Welfare has set out the upper limits for such overtime work.

New plea bargaining system: a new compliance risk for companies with operations in Japan?
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • April 10 2017

Various initiatives in recent years have set in motion a number of reforms to the Japanese criminal justice system. Of most interest to businesses operating in Japan is undoubtedly the introduction of Japan's first plea bargaining system, which will likely incentivise both Japanese and global companies in Japan to take meaningful steps to bolster corporate compliance in order to avoid the sometimes devastating consequences of serious corporate malfeasance.

A world first? New guidance issued for listed companies conducting internal investigations
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • August 22 2016

In early 2016 the Japan Exchange Regulation released its Principles for Listed Companies Dealing with Corporate Malfeasance. The principles appear to be the first example of a national stock exchange setting out specific guidelines on how a corporation should behave when faced with a corporate scandal and, as such, are an example of Japan leading the way in this increasingly important area of corporate governance.

Maintaining privilege in the face of regulatory investigations
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • November 02 2015

Attorney-client privilege is a well-established principle in many jurisdictions. The effective absence of this form of protection in Japan is notable for a number of reasons, but one of the most important is that it means that Japanese regulators are permitted to compel the production of or seize sensitive communications, materials and advice received from legal counsel. This is of particular concern in the context of regulatory investigations.

The Olympus effect? Recent changes to whistleblower law regime
Nagashima Ohno & Tsunematsu
  • White Collar Crime
  • Japan
  • August 03 2015

The Olympus accounting scandal and Toshiba's recent accounting irregularities have highlighted issues over corporate governance in Japan, including whether the country's whistleblower law regime could do more to uncover corporate malfeasance. To address these concerns, Japan has amended its Companies Act and introduced the Corporate Governance Code to bolster the integrity of the whistleblower law regime.

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