PwC Legal Japan

PwC Legal Japan was established in 2014 as a member law firm of the PwC global network. Our team members have extensive experience and knowledge in their respective areas and include those who have joined PwC Legal Japan from highly ranked international law firms. In order to provide high quality services to meet our clients’ needs, every member of our firm is dedicated to continuing to improve their individual skills and to expanding and strengthening our capabilities to meet our clients’ growing needs.

Backed by the breadth and depth of the PwC global network, we bring our connected expertise in the areas of legal insight, business understanding, and technological innovation to bring our clients’ future into focus and uncover new opportunities. 

We provides high quality professional services quickly and efficiently through collaboration with other member firms of the PwC Japan Group for Japanese domestic matters, and overseas member firms of the PwC global network for non-Japanese matters. We can seamlessly provide valuable integrated legal services in virtually any location where our clients are operating their businesses, by taking advantage of PwC’s extensive global network which includes more than 4,000 lawyers in more than 100 countries.

Main areas of practice
General corporate and M&A: Our firm consistently offers high-quality legal services in all phases of corporate acquisition and alliance, including scheme planning, due diligence, drafting and negotiation of agreements, closing and PMI. We handle a wide range of cases including mergers, company splits, stock swaps, stock transfers, and other organizational restructuring. We also offer advice on a variety of agreements such as purchase and sale, distributor, and joint venture agreements, and provide legal advice concerning various other issues that our clients encounter in the course of business.

When examining corporate matters, tax and accounting must invariably be taken into consideration, which requires the cooperation of tax and accounting professionals at different stages. By leveraging our global tax and accounting network, we are able to expeditiously and efficiently offer a wide range of services related to corporate legal matters from diversified perspectives.

PwC’s global legal network is another strong asset that we have at our disposal. It allows us to seamlessly provide legal support to Japanese corporate clients for their overseas investments and strategic business alliances, as well as legal support for matters involving their overseas subsidiaries and affiliates. Likewise, that global reach combined with our expertise in Japanese law enables us to provide our international clients with the same seamless support for all their tax and legal needs in the Japanese marketplace.

Tax structuring, tax investigation, and tax dispute and litigation: To meet the tax compliance needs of our corporate clients, our tax lawyers offer integrated advice at all stages from commencement of transactions to litigation including,

• tax advice (advice on structuring, tax law interpretation, and repudiation risk related to various transactions including M&A and financial products);
• advance ruling advice;
• tax investigation advice (specifically, expert opinions based on legal knowledge); and
• tax dispute and litigation advice (advice related to business judgments on whether to proceed with litigation, acting as litigation counsel, etc.).

In particular, because the interpretation and application of tax laws are closely related to the interpretation and application of the Companies Act, the Civil Code and other laws of Japan, we, as legal professionals, are able to offer comprehensive tax advice in view of these complex statutes. Our firm is also qualified to advise on complex matters involving foreign laws such as applying Japanese tax law to events governed by foreign laws and subsequently offering interpretive advice.

Regulatory implications and finance: We provide advice for domestic and international lending transactions (including leveraged, corporate and real estate transactions, as well as support for preparing the finance documentation required for solvent group reorganisations and cash pooling arrangements. We offer advice on various regulatory implications, compliance structures, and financial transactions related to the services of financial institutions from the perspective of tax and accounting or from an international perspective.

Real estate transactions and real estate finance: Through collaboration with PwC Tax Japan and the PwC global network, we provide expert advice in accordance with our clients’ needs to help them select the best approaches or options from among the available alternatives.

We have extensive experience in both real estate transactions and real estate finance transactions, including real estate securitisation projects and real estate M&A projects. Representing domestic and international real estate funds, financial institutions and developers, we have been involved in a wide variety of transactions including the acquisition, selling, lease and development of real estate in Japan and abroad, such as offices, hotels, residential assets, logistics assets, retail shopping malls and healthcare facilities. Working with the PwC global network, we can support both offshore investors looking to invest in real estate in Japan and domestic investors looking to invest in offshore real estate. Based on such experience and knowledge, we provide the following range of high quality services:

• Structural review
• Due diligence
• Closing support
• Support for equity financing and fund raising
• Support for debt financing
• Renewable energy projects
• Property technology (PropTech)
• Legal consultation and litigation
• Restructuring

Wealth management (inheritance, business succession, asset management etc.): PwC Legal Japan provides specialized wealth management advice related to inheritance (including cross-border inheritance), business succession, asset management, utilization of trusts, etc. from multiple perspectives such as legal, tax, and business.

In recent years, with the revision and developments in the legal and tax systems and the increase in the global mobility of people and property, the variety of options available to individuals and companies (especially entrepreneurs, founders, asset owners and their relatives) for their interests have been expanding.

Under these circumstances, PwC Legal Japan’s professionals who are familiar with legal and tax affairs provide appropriate comprehensive, strategic and international services to enable our clients to make the optimal choices according to their needs, and support their implementation and ex post responses in collaboration with the domestic and global PwC member firms including PwC Tax. Specifically, we provide specialized advice on the following matters and support for their implementation.

• Inheritance, gifts and division of estate (including cross-border inheritance)
• Wills and utilization of trusts
• Business succession, corporate reorganization, M&A
• Asset management, preservation, and succession (including overseas assets)
• Cross-border investments (including investments in private equity funds and overseas real estate etc.)
• Arrangement of capital structure including shareholding relationships
• General legal consultation for entrepreneurs, founders and asset owners.
• Other services: Flexible professional support to meet individual needs

ESG- and sustainability-related legal services: As companies throughout the world are facing increased encouragement to engage in efforts related to SGDs and ESG, PwC Legal Japan provides professional support for our clients to help them achieve management that leads to sustainable growth and development while also solving important corporate and social issues related to ESG. We work closely with the PwC Japan Group and the PwC global network to provide strategic advice, especially from a legal perspective, on specific agendas, and provide legal support for their implementation.

Our primary services in this area are as follows. We are also expanding our offerings to provide the most effective and efficient services according to the needs of companies and society.

• Legal support for business and human rights
  We provide our clients with legal services to support their human rights initiatives. Specifically, we provide legal support for formulating human rights policies (including the preparation of internal regulations, policy statements etc.); support for implementing human rights due diligence (HRDD) (including risk-based approaches to HRDD, recommendations on preventive measures, mitigation and risk monitoring); review of contracts etc. throughout the supply chain from the perspective of human rights; legal support for specific human rights-related issues; and legal support for the preparation and disclosure of integrated reports.

• Transformation of business models to realise sustainability management
  We provide our clients with legal services to help them transform their supply chains and business models with an eye on trends in ESG-related legislation and soft law. This includes legal support for structuring advice and legal due diligence (including ESG due diligence). We also help our clients to prepare and negotiate contracts for M&A and business alliances for building new supply chains and business models, and provide legal support for structuring and contract preparation support for transactions related to sustainability (such as net zero- and climate change-related transactions).

• Building compliance systems to achieve sustainability management
  Our clients face the risk that their business activities may conflict with ESG-related legislations and soft laws. To help them mitigate this risk, as well as achieve affirmative sustainability management, we provide our clients with legal support for introducing ESG-related compliance programs, building tailor-made internal risk-management systems, ensuring compliance with guidelines and managing internal training programs, as well as other support for building governance and compliance systems to achieve sustainability management.

• Legal support for sustainable finance
  We provide legal advice for designing financial instruments based on various legislations and soft laws related to sustainable finance and investment, as well as for structuring, preparing contracts and executing transactions related to project financing for renewable energy power generation facilities.l

• Other-ESG-related legal advice and Litigation
  By leveraging the PwC global network, we also provide other ESG-related legal advice and support and represent our clients in ESG litigation.

Public sector: We advise our clients in all aspects of public-sector projects, including end-to-end procurement and contracting, outsourcing, and transformation and redevelopment.

Intellectual property: We handle intellectual property matters related to patents, copyrights and trademarks, and offer advice on contracts concerning information technology and communications as well as all related laws and regulations. We also represent our clients in IP related disputes.

Cyber security and data protection: We help our clients develop strategies for data handling and utilisation; development and management of national and international compliance projects; data protection officer services, outsourcing and co-sourcing; regulatory liaison and clearance; incident response and breach disclosure; regulatory investigations and enforcement actions; civil and criminal litigation; and crisis management.

IT: We provide legal support for outsourcing, IT systems procurement, software licensing, digital transformation and e-commerce.

Labour: We offer advice, primarily to employers, on employment disputes including litigation and trials, establishment of employment rules, and company restructuring, among other matters.

Governance and compliance (including corporate secretarial services): We offer advice, in accordance with our clients’ needs, on the necessary measures for compliance with sophisticated and complicated laws and regulations, and on the maintenance of internal rules and organisations from a compliance perspective. Additionally, we provide corporate secretarial services including the preparation of minutes for shareholders’ meetings and directors’ meetings, and advice on related matters.

Restructuring: Our lawyers have extensive experience in finance, corporate and tax related matters, representing debtor companies that are experiencing financial difficulties, as well as their creditors, investors and other related parties. We provide prompt and appropriate advice and other services to help our clients select the best approach or option from among the available alternatives, and provide support for implementation as well as any post-closing matters, in collaboration with PwC Tax Japan and other member firms of the PwC global network. We provide advice on the following matters and support for implementation.

•  Support for financial institutions and other creditors
  Especially in cases of insolvency of a party in complex transactions involving structured finance, we provide support for the execution of the creditor’s various contractual rights, assignment of receivables, declaration of default, enforcement of security interests, and settlement of offsets, in order to ensure collection of the creditor’s funds that were invested in transactions, based on our extensive knowledge and experience related to finance and restructuring projects.

• Support for debtor companies experiencing financial difficulties
  We provide support for companies aiming for early business recovery through civil rehabilitation procedures or other legal insolvency procedures, or through various methods of early stage restructuring such as out-of-court workouts, M&A, consolidation or liquidation of subsidiaries, transfer of business and voluntary early retirement of employees. We help our clients to concentrate their management resources on growth and highly profitable businesses. We also provide support for procuring the necessary funds through refinancing, DIP finance and other means.

• Support for cross-border restructuring
  In collaboration with the PwC global network, we provide prompt and high-quality support for the restructuring and reorganisation of offshore subsidiaries and group subsidiaries. We also provide support for overseas debtors to help them exercise their various rights, and to overseas creditors and business partners etc. for contract negotiations and other .

Corporate rehabilitation and bankruptcy: Our firm advises on and assists with the implementation of measures to be taken by creditors or sponsors when their business partners suffer financial difficulties, while giving consideration to legal proceedings such as bankruptcy and rehabilitation procedures.

Litigation and arbitration: We offer advice on and representation for court procedures for a wide range of legal areas from general business matters to highly specialised areas including tax and commercial matters, intellectual property rights, and labour matters. We also provide services related to alternative dispute resolution procedures such as arbitration, civil mediation, and other non-contentious matters.