Japan

Anderson Mori & Tomotsune (Chiyoda-ku, Tokyo; “AMT”) is pleased to announce that, as of October 28, 2025, we have opened our “Malaysia Desk” in Kuala Lumpur, Malaysia, enabling us to respond more directly to clients’ needs. As ASEAN Chair in 2025, Malaysia is seeing increased activity in investment promotion and policy initiatives, with steady growth in semiconductor and data center investments. In addition to the capital, Kuala Lumpur, investment promotion is accelerating in Penang, a major semiconductor cluster, and Johor Bahru, where special economic zone initiatives are advancing.   In line with this trend, our Malaysia Desk operates in a business collaboration with a leading local law firm, RDS Partnership, enabling us to address investment needs across Malaysia. With offices in Penang and Johor Bahru, RDS Partnership can provide seamless support for matters outside Kuala Lumpur as well. By situating our Desk within RDS Partnership, we enhance our on‑the‑ground capabilities and can quickly provide high‑quality legal services to Japanese companies already operating in Malaysia and those considering market entry.   Our Malaysia Desk supports clients on a wide range of matters in Malaysia, including M&As, joint ventures, financing transactions, tax and customs, licensing and regulatory approvals, engagement with authorities, and dispute resolution. We also advise—based on up‑to‑date local conditions—on post‑entry legal issues, such as compliance and labor, with services available in Japanese.   Akitaka Anzai, Partner and Head of our Bangkok Office, who has prior experience stationed in Malaysia, will concurrently lead the Malaysia Desk. Working with our Japan and overseas offices, including Singapore, we will deliver practical, locally grounded legal services.   ■Malaysia Desk ― Overview Registered Name:       Anderson Mori & Tomotsune Malaysia Desk Representative:           Akitaka Anzai Address:                      c/o RDS Partnership Level 16, Menara 1 Dutamas No. 1, Jalan Dutamas 1, Solaris Dutamas 50480 Kuala Lumpur, Malaysia Tel.:                              60-3-6209-0461   ■Comment from Akitaka Anzai, Representative, Malaysia Desk As the investment environment continues to be strengthened and expanded, Malaysia is an important base for business development in ASEAN countries. Through collaboration with our local partner RDS, we will provide practical, swift, one‑stop support for matters beyond Kuala Lumpur.   Akitaka Anzai Mar 2003                   Waseda University (LL.B.) Oct 2004                     The Legal Training and Research Institute of the Supreme Court of Japan May 2010                    Graduate Study, University of Pennsylvania Law School (LL.M.) Oct 2010 - Sep 2011   Zaid Ibrahim & Co, Kuala Lumpur Nov 2012 - Nov 2013 Weerawong, Chinnavat & Peangpanor Ltd., Bangkok Press Contact Anderson Mori & Tomotsune Publicity & Marketing Committee Address: Otemachi Park Building, 1-1-1 Otemachi, Chiyoda-ku, Tokyo Tel.: 03-6775-1001 (9:30-17:30) E-mail: [email protected] / URL: https://www.amt-law.com/en/  

I. Introduction The Act on Contracts for Security Interest by Assignment and Retention of Title (the "Act"), enacted on May 30, 2025, and promulgated on June 6, 2025, is expected to take effect by 2027 (within two years and six months from its promulgation date). The Act introduces significant changes to the legal framework for “security interests by assignment” (jou-to tanpo) over movables and receivables in Japan. This newsletter highlights three key aspects of the Act that are anticipated to substantially impact practice: (1) the express recognition of the ability to create subordinate (junior) security interests by assignment; (2) the new rule subordinating perfection by constructive transfer with retention of possession (sen-yu kaitei; hereinafter “Constructive Transfer”) to other methods; and (3) a transitional measure that preserves the priority of pre-enactment Constructive Transfer. View original article here. Author: Ryuji Oka, Partner +81-3-6889-7266  [email protected] Ryuji Oka is a partner at Nagashima Ohno & Tsunematsu. He has extensive experience in handling acquisition finance transactions. He has been heavily involved in numerous restructuring and insolvency transactions, particularly in distressed finance and debtor-in-possession (DIP) financing, while handling a wide range of corporate legal matters, with a focus on finance transactions. More recently, he has expanded his practice to cover emerging sectors such as agriculture, forestry, and fisheries.  

Customer Harassment and Sexual Harassment towards Applicants In June 2025, some laws were amended in order to place additional obligations on employers for the purpose of protecting people from workplace harassment, and these amendments are scheduled to take effect in 2026. An overview of these coming changes is outlined below. Customer Harassment In 2023 the Ministry of Health, Labour and Welfare (“MHLW”) conducted a survey on and found that the overall trend in the number of cases in which customers were harassing workers had been increasing. In order to maintain a safe working environment and protect workers from this type of harassment, lawmakers have newly introduced obligations on employers to protect workers. Definition According to the amended Act on Comprehensively Advancing Labor Measures, and Stabilizing the Employment of Workers, and Enriching Workers' Vocational Lives (the “Labor Measures Comprehensive Advancing Act”), customer harassment is defined as conduct that meets all three of the following criteria: Is behavior by customers, business partners, facility users, or other stakeholders; Exceeds the bounds of what is socially acceptable; and Harms the employee’s working environment. Verbal abuse or shouting, unreasonable demands (e.g. forced apologies or excessive compensation demands), physical intimidation (e.g. grabbing clothing), and repeated or prolonged harassment (e.g. long phone calls or stalking) may fall under customer harassment. Obligations for Employers Under the amended Labor Measures Comprehensive Advancing Act, employers are obligated to implement necessary measures regarding employment management to prevent customer harassment. Employers are also required not to retaliate against employees for reporting customer harassment. Guidelines on the specific obligations that employers will be required to take have not yet been released by the MHLW. However, based on past guidelines for power harassment, sexual harassment, and maternity harassment, the following obligations will likely be required with respect to handling customer harassment: Establishing internal policies on how to prevent as well as promptly and appropriately respond to customer harassment; Ensuring that such policies are propagated and promoted within the company; Establishing a system that enables the company to appropriately respond to employee consultations (e.g. establishing hotlines or HR desks); Requiring that the company take preventive and corrective measures when harassment occurs. In addition, employers will be required to “make an effort” to: cooperate with other employers who request assistance in addressing issues related to customer harassment (e.g. in cases involving customer harassment by business partners); take necessary measures, such as conducting training, to ensure that employees exercise due care in their behavior toward the employees of other companies. Sexual Harassment Toward Job Seekers Etc. Currently, there is no law that specifically protects interns and people seeking employment but who have not yet been hired. However, as part of the same 2023 MHLW survey, the survey found that nearly one-third of all interns or other job seekers have experienced sexual harassment in the workplace or as part of the job seeking process. Accordingly, the amended Act on Equal Opportunity and Treatment between Men and Women in Employment (the “Equal Employment Opportunity Act”) will be extending legal protections to include the following regulations. Obligations for Employers: Under the amended Equal Employment Opportunity Act, employers are obligated to implement necessary measures regarding employment management to prevent sexual harassment toward interns and job seekers. Again, the MHLW has not yet released detailed guidelines with respect to these newly included groups; however, the following measures are likely to be include in order to protect interns and job seekers from sexual harassment committed by the employees of a company: Establishing a system that enables the company to appropriately respond to employee consultations (e.g. establishing hotlines or HR desks) Establishing clear rules for interactions, such as meetings or interviews, between employees and job seekers or interns Responding promptly and appropriately to complaints (e.g., providing apologies and support to victims, if harassment is confirmed). In addition, employers will be required to “make an effort” to take necessary measures, such as conducting training, to ensure that employees exercise appropriate care in their interactions with interns and job seekers.

Introduction On July 22, 2025, the Tokyo Stock Exchange (the “TSE”) introduced revisions to its Code of Corporate Conduct with respect to management buyouts (“MBOs”) and controlling shareholder buyouts (the “Code”) to strengthen fairness and transparency in such transactions. These changes impose enhanced disclosure obligations and procedural safeguards aimed at protecting minority shareholders in deals where company insiders or controlling shareholders seek to take a listed company private. This newsletter provides the context and motivations behind the revisions, as well as an overview of the revised Code. View original article here. Author: Yusei Uji, Partner [email protected] Yusei Uji is a corporate partner at Nagashima Ohno & Tsunematsu. He provides a wide range of legal advice primarily focused on M&A, corporate reorganizations, private equity investments, and corporate governance. With extensive experience in cross-border transactions, he handles M&A deals involving companies in the United States, Europe, and various Asian countries.