PwC Legal Japan > Tokyo, Japan > Firm Profile
PwC Legal Japan Offices
Otemachi Park Bldg.
1-1-1 Otemachi, Chiyoda-ku
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PwC Legal Japan > The Legal 500 RankingsPwC Legal Japan‘s tax department is headed up by Michito Kitamura, who is especially adept at wealth management and the tax aspects of ESG-driven transactions. The practice is also well-versed in tax disputes and tax audits, with further experience in providing transactional tax advice and handling issues involving Japanese tax authorities. Kozo Kuromatsu is a key contact in the practice for all stages of tax matters.
Other key lawyers:
PwC Legal Japan > Firm Profile
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 3,700 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
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.
|Tax structuring, tax investigation, and tax dispute and litigation
|General corporate and M&A
|Regulatory implications and finance
|Real estate transactions and real estate finance
|Wealth management (inheritance, business succession, asset management etc.
|ESG- and sustainability-related legal services
|Cyber security and data protection
|Governance and compliance (including corporate secretarial services)
|Corporate rehabilitation and bankruptcy
|Corporate rehabilitation and bankruptcy
|Litigation and arbitration
|Director / Regulatory implications and finance, Wealth management, ESG- and sustainability-related legal services
|Partner / General corporate and M&A, Public sector, Restructuring and reorganisation
|Partner/ Banking and finance, real estate, restructuring and insolvency
|Partner / Tax Disputes, Wealth Management, ESG
|Director / Labour, General corporate and M&A,Restructuring and reorganisation, ESG- and sustainability-related legal services
|Director / General corporate and M&A, Tax advice, Tax investigation advice and…
|Partner / M&A, Restructuring and reorganisation
|Director / General corporate and M&A,Corporate rehabilitation and bankruptcy,Restructuring and reorganisation, Litigation and…
|Partner / General corporate practice, M&A, Wealth management, ESG- and sustainability-related legal…
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Connect to more
PwC Legal Japan delivers the connected expertise that bridges all aspects of your business – so you can grow and protect it, today and tomorrow.
We are committed to providing the best solutions to our clients through our knowledge and experience in interdisciplinary breadth and depth of the PwC global network. We bring our connected expertise regarding legal insight, business understanding, and technological innovation to bring our clients’ future into focus and uncover new opportunities. Our lawyers regularly cooperate with PwC’s tax advisors, accounting experts, transaction and business management consultants, thereby ensuring that the economic aspects of our legal affairs are handled appropriately.
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PwC established the Japan Business Network (JBN) to help Japanese companies doing business overseas.
The JBN is headquartered in Japan, which includes experienced professionals (including native Japanese speakers) in 44 countries and regions around the world who work to support the business activities of Japanese companies. To do so, we provide services fine-tuned to the globalization needs of individual clients, taking local business practices and cultures into consideration.
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At PwC, we’re all different
To solve important problems faced by our clients and our society, we aim to include diverse talent and to empower our people to use their creativity, authenticity and human differences to be the champions of change. We know that when people from diverse backgrounds and with different points of view work together, we create the most value—for our clients, our people and our society.
Everyday inclusion is the things we do, the way we behave and how we interact with each other on a daily basis to support our culture and behaviours and to be a truly inclusive environment . We recognise that our people are our biggest strength and that creating an inclusive workplace where everyone feels comfortable bringing their whole self to work is integral to who we are and how we operate. We can only produce our best and highest quality work when we build a workforce made up of talented people with a breadth of experiences, who can bring innovation and fresh perspectives and feel empowered to celebrate their differences within a safe and respectful environment.
The PwC approach
PwC has adopted a 2+1 approach to diversity and inclusion (D&I). All member firms in the PwC global network address two common dimensions of diversity: (1) Valuing differences (in how we look, how we think, how we speak, how we act, or where we come from ) and (2) Gender. On top of these, the PwC Japan Group is also promoting specific D&I initiatives in the areas of disability, diverse workstyles and LGBT+ inclusion.
PwC x HeForShe
PwC has partnered with the UN Women’s HeForShe initiative as part of our efforts to realise gender equality. As a corporate partner of this initiative *1, PwC encourages not only women, but also men to participate in discussions to realise gender equality and to take on the challenge of solving related issues.
The PwC Japan Group holds internal events and external seminars to provide information related to gender equality , and has also established a special website that provides e-learning training on unconscious bias.
*1 PwC has been officially selected by UN Women as one of the 30 champions of its IMPACT 10×10×10 initiative that engages key decision makers at governments, corporations and universities to drive the HeForShe initiative from the top.
Message from the PwC Japan Group’s diversity and inclusion leader
We are promoting these initiatives with the aims of becoming the most innovative and advanced group of professional services firms with regard to D&I and of turning diversity, which was formerly a management issue, into a business opportunity. Our ultimate goals are to create an organisation with an inclusive culture, where people respect each other and work together with vitality. Respecting and collaborating with colleagues who have different ideas and perspectives from our own is essential for our growth as a professional firm that is trusted by clients and society. Under our motto of ‘Be Yourself! Be Different!’, we will continue to vigorously promote D&I going forward.
More about diversity at PwC:
An interview with PwC Legal Japan was published in Attorney’s MAGAZINE and Attorney’s MAGAZINE Online.14th April 2022
An interview with PwC Legal Japan was published in Attorney's MAGAZINE and Attorney's MAGAZINE Online.
14th December 2021
Michito Kitamura, Managing Partner of PwC Legal Japan, was interviewed in the lead story of the December 2021 issue of Asian Legal Business (Japan Edition), which focused on the topic ‘Japan Embraces ESG’, entitled ‘Doing well while doing good’.
10th December 2021
In a contributed article in The Finance (15 November 2021) a website for practitioners in financial services, Tomohiro Kandori, a finance partner of PwC Legal Japan, explains key points for the practice of ship finance.
Contribution to Ginko Jitsumu: Explanation of revisions to the JDSA’s rules for sale by solicitation to aged customers26th October 2021 In the October issue of Ginko Jitsumu, a journal for practitioners in financial services published by Banking Education Co., Ltd., Makoto Hibi and Hidenori Shibata explain the revisions to Article 5-3 of the Japan Securities Dealers Association (JSDA) ‘Rules Concerning Solicitation for Investments and Management of Customers, Etc. by Association Members’, which pertains to sale by solicitation to aged customers. The article explains the key points of these revisions, which came into effect in August of this year, for reference in the field of sales of financial instruments.
Legal Developments2nd August 2022
14th April 2022
As outlined in our Newsletter in July 2021 (hereinafter, the 2021 Newsletter), the Financial Services Agency of Japan introduced new business structures to attract foreign investment management businesses, where they may enjoy exemption from registration as financial instruments business operators. The new exemption structures came into force on 22 November 2021. In a new issue of our Newsletter, which serves to update the 2021 Newsletter, we provide an overview and describe the key requirements of these exemptions.
8th September 2021 The Telecommunications Business Act of Japan (the “Act) provides a regulatory framework for telecommunications businesses. Recently, the number of platform services and other telecommunication services provided by foreign entities has greatly increased in Japan. As the number of these services continues to grow, massive data breaches and communication failures have occurred in the services provided by some foreign entities. Through these cases, it became clear that the domestic users of such services were not being protected appropriately and that a level playing field for domestic and foreign telecommunication business providers was not secured in Japan. The amendment to the Act came into effect on 1 April 2021, aiming to protect domestic users and secure fair competition by enhancing the enforcement of the Act against foreign entities, and the Japanese regulatory authority, the Ministry of Internal Affairs and Communications (the “MIC”), published a set of guidelines (the “MIC Guidelines”) which are aligned with the purpose of this amendment.
5th August 2021 The Financial Services Agency of Japan will introduce new business structures to attract foreign investment management businesses, where they may enjoy exemption from registration as a financial instruments business operator. The new exemption structures will come into force by November 2021. In this Newsletter, we will provide an overview and describe the key requirements of these exemptions.