The Legal 500

 the Investment Management Business with Qualified Investors

On May 25, 2011, the bill for “the amendment of the Financial Instruments and Exchange Act, etc. for strengthening the foundations of the capital markets and the financial industry” was promulgated into law (the relevant amendment of the Financial Instruments and Exchange Act (Act No. 25 of 1948) (the “FIEA”) is referred to as the “FIEA Amendment”). 

regard to the “Specially Permitted Businesses for QII”

On May 25, 2011, the bill for “the amendment of the Financial Instruments and Exchange Act, etc. for strengthening the foundations for the financial markets and the financial industry” (the “Amendment”) was enacted. 

On March 30, 2011, we issued a newsletter1, which outlined a report issued by the Japanese Financial Services Agency (“FSA”) on the potential modifications to the regulations governing the allotment of stock acquisition rights to shareholders without consideration (“Rights Offering”) (the “Report on Modifications”).

On November 4, 2011, the Financial Services Agency of Japan (the “FSA”) released the preliminary drafts of the amendments to the Cabinet Order (Cabinet Order No. 321 of 1965) and the Ministerial Ordinance (Ordinance No. 5 of 1973) (the “Draft Amendments”) and announced the commencement of public comments procedure in relation to the Draft Amendments.

On July 20, 2011, we issued a newsletter, which outlined the proposed Amendment to the relevant cabinet order and cabinet office ordinance under the Financial Instruments and Exchange Act (the “FIEA”)1 regarding new regulations on short selling (the “Proposed New Rules”)2. The Proposed New Rules were subject to a public comment period that expired on July 25, 2011.

Easing of Registration Requirements for the Investment Management Business with Qualified Invest

On May 25, 2011, the bill for “the amendment of the Financial Instruments and Exchange Act, etc. for strengthening the foundations for the financial markets and the financial industry” was promulgated into law (the “Amendment”). 

by Taro Tsunoda and Kentaro Miya, Anderson Mori & Tomotsune

The Amended FIEA introduced a new regulation on majority shareholders of certain financial instruments firms; such majority shareholder will be required to notify to the Financial Services Agency (FSA) when their shareholding ratio of the voting securities of the subject entity becomes more than 50%, and the FSA will be empowered to issue remedial orders to majority shareholders if they are found to have exercised undue influence over the subsidiary financial instruments firms. 

On June 27, 2011, the Financial Services Agency of Japan（the “FSA”）announced a proposed Amendment to the Cabinet Order for the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, the “Cabinet Order”) and the Cabinet Office Ordinance for the regulation of securities transactions (Cabinet Office Ordinance No. 59 of 2007, the “Ordinance”) regarding new regulations on short selling (the “New Rules”). The New Rules will be implemented under the Financial Instruments and Exchange Act (the “FIEA”). This newsletter outlines the New Rules

In our news letter of May 2010, we summarized amendments to the Financial Instruments and Exchange Act (Act No. 25 of 1948, the “FIEA”) promulgated on May 19, 2010, relating to the regulatory rules over the clearing of the OTC derivative transactions (the “2010 FIEA Amendment”). As we mentioned in the news letter above, however, a number of the details were left to subordinate regulations.

On January 19, 2011, the Japanese Financial Services Agency ("FSA") issued a report on the allotment of stock acquisition rights to shareholders without consideration ("Rights Offering").

In Japan, a statute sometimes requires a certain document to be received by one contractual party in order for the contract to be binding between the contracting parties. On July 16 2010 the Supreme Court issued a judgment that has significant implications for the probative value of statements contained in contractual documents concerning receipt of a document required by law.

Even in Japan, which is well-known as the most non-litigious society in the world, disputes related to financial instruments increased after the Lehman Shock in 2008. As a result, legislators amended the existing Financial Instruments and Exchange Act (Act No. 109 of 2006; as amended; the FIEA, or kinyu shohin torihiki ho) to add a new set of provisions which require financial instruments business operators to set up an alternative dispute resolution mechanism to handle customers’ claims and to resolve financial disputes.

In July 2009, amendments to the Commodity Exchange Act of Japan (Act No. 239 of 1950, as amended) were enacted into law; some of these amendments are now in effect, with the remaining provisions to come into force on January 1, 2011.

The successful closing of two Islamic fi nance transactions which was announced in July 2010 by Nomura Holdings have paved a concrete path for Japanese corporations to consider overseas Islamic fi nance markets for their fund raising activities. The fi rst transaction was in Asia for the issuance of Sukuk Ijarah and the second was in the Middle East for the establishment of a Commodity Murabahah facility (Nomura Deals).

Tatsu Katayama and Ayako Kuyama of Anderson Mori & Tomotsune explain how the commodity derivatives business in Japan has been drastically altered