IPO in Japan
MONOLITH LAW OFFICE is a legal firm having a strength in providing support for IPOs, particularly in the IT venture sector, within Japan. We possess extensive experience and legal knowledge in the field of IT, enabling us to offer optimal solutions tailored to our clients’ needs, including foreign companies aiming for listing on the Japan Securities Exchange. Our firm is committed to delivering flexible support that aligns with the requirements of our client companies, both domestic and international, utilizing our expertise in Japanese legal practices and regulations.
Listing Examination Standards and Ensuring Compliance
In the process leading to listing, examinations are conducted by the lead underwriting securities firm and the stock exchange. The examination by the lead underwriting securities firm is conducted based on the rules for underwriting of securities established by the Japan Securities Dealers Association, while the exchange’s examination is based on the “Securities Listing Regulations,” and the listing eligibility is determined. Both are conducted in accordance with the formal and substantive examination standards stipulated in the exchange’s “Securities Listing Regulations.”
The formal examination involves a quantitative assessment, where requirements such as meeting numerical standards for assets, profits, and the number of shareholders must be met. For example, in the Tokyo Stock Exchange Standard Market, criteria are set such as having 400 or more shareholders, 2,000 or more units of outstanding shares, and a total market capitalization of outstanding shares of 10 billion yen or more.
On the other hand, the substantive examination is a qualitative assessment based on standards related to a company’s continuity, profitability, soundness, and appropriateness of disclosure. These substantive examination standards consist of five items, and there are slight differences depending on the market where listing is desired. For instance, both the Prime Market and Standard Market include “continuity and profitability of the company” in their examination, but the Prime Market requires “having a stable and superior profit base and continuously conducting business,” whereas the Standard Market requires “having a stable profit base and conducting business continuously.” When undergoing examination in accordance with these standards, ensuring compliance and proper support is necessary to eliminate doubt. For example, businesses that may violate laws are judged to lack stability. Here, the expertise and support provided by lawyers are indispensable.
Contract Drafting and Review
During IPO preparation, it is common to require a review of previously executed contracts.
MONOLITH LAW OFFICE acts as legal counsel for Japanese IT and startup companies in connection with various types of contracts, including outsourcing contracts related to their outsourced operations, utilization and agency contracts related to their products, investment contracts and shareholder agreements as equity-related contracts, and employment contracts as contracts related to the company.
Ensuring Compliance with the Latest Legal Revisions for IPO Preparation
Prompt and appropriate response to legal revisions is crucial in IPO preparation. Monolith Law Office utilizes proprietary systems and continuous monitoring to stay updated on the latest information and regulatory changes related to numerous laws, enabling us to provide informed advice. We swiftly adapt to the necessary procedures and document creation resulting from legal revisions, offering support to minimize our clients’ legal risks.
We cover a wide range of laws, including but not limited to: Company Law, Electronic Notification Regulations, Company Law Enforcement Regulations, Company Calculation Regulations, Commercial Law, Act on Punishment of Organized Crimes and Control of Crime Proceeds, Financial Instruments and Exchange Act, Rules on Terminology, Format, and Preparation of Financial Statements, Act against Unjustifiable Premiums and Misleading Representations, Patent Law, Copyright Law, Subcontract Act, Consumer Contract Act, Product Liability Act, Act on Specified Commercial Transactions, Whistleblower Protection Act, Civil Code, Act on the Protection of Personal Information, Electronic Contract Act, Act on Settlement of Funds, Act on Protection of Depositors, etc.
Additionally, we cover laws related to electronic signatures, prohibitions on unauthorized access, disclosure of sender information by specified telecommunications service providers, Basic Act on Cybersecurity, Specific Act on Electronic Mail, Labour Contract Act, Labour Standards Act, Industrial Safety and Health Act, Minimum Wage Act, Act on Securing Equal Opportunity and Treatment between Men and Women in Employment, Act on Childcare and Family Care Leave, Act on Promotion of Employment of Persons with Disabilities, Part-Time Labor Act, Act on the Use of Numbers to Identify a Specific Individual in Administrative Procedures, Income Tax Act, Corporate Tax Act, Consumption Tax Act, Local Tax Act, Foreign Exchange and Foreign Trade Act (Foreign Exchange Law), and Export Trade Control Order.
Foreign companies must respond quickly and appropriately to changes in Japanese laws and regulations in order to continue growing their business in Japan.
In addition to general corporate legal advice such as drafting and reviewing contracts, drafting and revising various regulations, we also provide legal services for companies running their businesses in Japan. This includes monitoring the revision of laws and regulations in Japan, which are listed in a pre-prepared list of laws and regulations relevant to the client’s business, to determine whether there have been any revisions. If so, a summary of those revisions, as well as a summary of the impact that the revisions may have on the client’s business will be provided to our clients.
Legal Due Diligence Support
Legal Due Diligence (DD) refers to the process of collecting legal documents, identifying legal issues, and evaluating risks, which are essential for a company’s IPO preparation. If significant legal issues are identified, it may lead to withdrawal of the IPO application or conditional listing. With a team of 17 attorneys, our firm conducts thorough assessments of legal issues and risk evaluations, providing support to minimize our clients’ legal risks. Additionally, we can assist in the preparation and modification of necessary documents based on the findings of the legal due diligence. Recognizing the importance of legal due diligence in IPO support, our firm is dedicated to assisting clients in achieving a successful listing.
MONOLITH LAW OFFICE excels in providing specialized legal assistance for a wide range of IT-related technologies and businesses. With a deep understanding of cutting-edge fields such as system development, smartphone apps and games, Internet advertising, blockchain, and AI technologies, we offer comprehensive legal solutions tailored to the unique needs of our clients.
Drawing upon our extensive expertise in IT-related legal matters, we provide IPO support services in Japan. Our in-depth knowledge and experience enable us to navigate the complexities of the IPO process, ensuring compliance and maximizing success for our clients. Trust in Monolith Law Offices for top-notch legal support that aligns with the evolving demands of the IT industry.
MONOLITH LAW MAGAZINE
Hourly Rate$400per hourIn certain instances, we may consider accepting a dispute or lawsuit with an initiation fee and a contingency fee. For more details, please feel free to contact us.
Drafting Contractsfrom$500to $2,000 or moreThe pricing structure is subject to variation based on the type and quantity of contracts. We are pleased to offer a preliminary estimate upon inquiry, thereby encouraging you to reach out to us for further details.
Other ServicesContact UsWe offer a wide range of services including company formation, contract review, legal opinion, case review, or research letter. Should you have any inquiries or concerns, we cordially invite you to contact us and our knowledgeable team will be happy to assist you.