MHM SeminarsPast
MHM Seminar

Seminar Outline

Date/Time	November 9, 2011 (Wed)
Speakers	Takuya Eguchi Atsushi Oishi Yuto Matsumura Takeshi Mukawa Hideki Utsunomiya Takeshi Komatsu Yoshihiro Kojima Hidetomo Futami Yoichi Okuda Yasuhiko Fujitsu Katsumasa Suzuki Keiichi Tadaki Shuya Nomura
Place	Hotel New Otani Tokyo
Address	4-1 Kioi-cho, Chiyoda-ku, Tokyo 102-8578, Japan
Host	Mori Hamada & Matsumoto
Related Practice Areas	International Practice Mergers and Acquisitions Tax Corporate Governance Regulatory/Regulated Transactions

Details

Mori Hamada & Matsumoto held a seminar and reception for its clients at Hotel New Otani on November 9, 2011. The seminar was composed of two sessions and included lectures and panel discussions with different themes. The theme for Session 1 was “New Trends Among Japanese Companies Expanding into Asia,” followed by “Management and Preparation for Corporate Risk” in Session 2.

We would like to express our sincere appreciation to all guests who took part in the seminar and reception.

Session 1: New Trends Among Japanese Companies Expanding into Asia

Part 1: Panel Discussion
Legal Strategies in Asia - Focusing on Indonesia and Thailand

1. “Present Conditions and Issues Faced by Japanese Companies in Indonesia and Thailand and Review of Legal Strategies”

■Panelists
Akihiro Saito (President, PT. Bank Mizuho Indonesia)
Yasuhide Fujii (KPMG Phoomchai Business Advisory)
Takuya Eguchi （Lawyer, Mori Hamada & Matsumoto）
Hidetomo Futami （Lawyer, Mori Hamada & Matsumoto）

Present conditions for local businesses in countries where Japanese companies have invested for a relatively long period, including Indonesia and Thailand, as well as issues that Japanese companies now face in those countries were reviewed and legal strategies for Japanese companies were discussed.

2. “Mori Hamada & Matsumoto’s Strategies in Asia”

Part 2: Presentation
New Developments in Upgrading of Investments in Asian Countries

1. “Acquisition of Listed Companies in Emerging Asian Countries”

■Speaker：
Yuto Matsumura (Lawyer, Mori Hamada & Matsumoto)
Yoshihiro Kojima (Lawyer, Mori Hamada & Matsumoto)

The speakers discussed potential legal issues and practical concerns relating to the growth in acquisition of listed companies in major Asian emerging countries foreseen through trends highlighted in the preceding panel discussion.

2. “Offshore Transfer of Headquarters Through Triangular Merger”

■Speaker：
Atsushi Oishi (Lawyer, Mori Hamada & Matsumoto)

In recent years, an increasing number of companies have moved not only their manufacturing base to their offshore subsidiaries in other Asian countries but also their headquarters (the entity itself) in order to survive. In this section, means of moving headquarters to other countries in Asia using a triangular merger as well as key practical points were explained from the perspective of legal and taxation practice.

3. “Exporting Project Infrastructure Using Bilateral Offset Credit Mechanisms”

■Speaker：
Takeshi Mukawa (Lawyer, Mori Hamada & Matsumoto)

The Japanese government is planning to formulate a new mechanism called the “Bilateral Offset Credit Mechanism” after the expiry of the Kyoto Protocol at the end of 2012. In this mechanism, emerging countries that launch projects to reduce greenhouse gases will be given emission credits from the Japanese government. Exporting of project infrastructure in the Asian region will greatly benefit from the use of this mechanism. Takeshi Mukawa, a lawyer participating in the review of this mechanism, commented on its merits and potential as well as its current status.

Session 2: Management and Preparation For Corporate Risk

Part 1: Introduction

1. An Introduction to Contingency Management

■Speaker：
Katsumasa Suzuki (Lawyer, Mori Hamada & Matsumoto)

2. Handling Accounting Scandals – The Basics

■Speaker：
Yasuhiko Fujitsu (Lawyer, Mori Hamada & Matsumoto)

3. Regulations for Cartels and for Bribery – The Basics

■Speaker：
Hideki Utsunomiya (Lawyer, Mori Hamada & Matsumoto)

Part 2: Panel Discussion

■Coordinator：
Katsumasa Suzuki (Lawyer, Mori Hamada & Matsumoto)

1. Initial Response

■Panelists：
Yasuhiko Fujitsu (Lawyer, Mori Hamada & Matsumoto)
Hideki Utsunomiya (Lawyer, Mori Hamada & Matsumoto)

A discussion was held regarding the initial response immediately after the outbreak of a crisis, focusing on publicity guidelines, position statements, timing of disclosure, as well as procedures related to authorities, including deliberation on the necessity of leniency applications.

2. Fact-Finding

■Panelists：
Yasuhiko Fujtsu (Lawyer, Mori Hamada & Matsumoto)
Hideki Utsunomiya (Lawyer, Mori Hamada & Matsumoto)
Shuya Nomura (Professor, Chuo Law School; Lawyer, Mori Hamada & Matsumoto)

The composition and role of in-house investigations and third party committees, the limitations of investigations and points of concern, and disclosure of investigation results were discussed in relation to fact-finding, which is a process considered fundamental to contingency management.

3. Compliance with Authorities and Handling Litigation

■Panelists：
Yoichi Okuda (Lawyer, Mori Hamada & Matsumoto)
Yasuhiko Fujitsu (Lawyer, Mori Hamada & Matsumoto)
Hideki Utsunomiya (Lawyer, Mori Hamada & Matsumoto)
Keiichi Tadaki (Lawyer, Mori Hamada & Matsumoto)

Preservation of evidence and information management with criminal and civil lawsuits in mind and handling of investigation and inspection processes were discussed with respect to resolving critical situations, emphasizing on-the-scene know-how.