PwC Legal Japan > Tokyo, Japan > Firm Profile

PwC Legal Japan Offices

PwC Legal Japan
Otemachi Park Bldg.
1-1-1 Otemachi, Chiyoda-ku
Tokyo 100-0004
Japan
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PwC Legal Japan > The Legal 500 Rankings

Japan > Tax: International firms and joint ventures Tier 3

Led by Michito Kitamura, PwC Legal Japan‘s tax practice offers corporates strategic advice on tax structuring and audits, litigation and administrative proceedings. Kitamura, who has extensive experience in handling the tax aspects of M&A, restructuring and ESG-linked transactions, is often sought after to represent clients in disputes involving foreign entities classification and deb-equity swap tax treatment. He is supported by director Kozo Kuromatsu, who is well versed in tax audits, litigation and transactional matters.

Practice head(s):

Michito Kitamura

Other key lawyers:

Kozo Kuromatsu

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
  • 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.

Main Contacts

Department Name Email Telephone
Tax structuring, tax investigation, and tax dispute and litigation Michito Kitamura
General corporate and M&A Satoshi Mogi
Regulatory implications and finance Tomohiro Kandori
Real estate transactions and real estate finance Tomohiro Kandori
Wealth management (inheritance, business succession, asset management etc. Michito Kitamura
ESG- and sustainability-related legal services Michito Kitamura
Public sector Yasuyuki Iwasaki
Intellectual property Hiroki Yamada
Cyber security and data protection Satoshi Mogi
IT Satoshi Mogi
Labour Yasuyuki Iwasaki
Governance and compliance (including corporate secretarial services) Satoshi Mogi
Restructuring Tomohiro Kandori
Corporate rehabilitation and bankruptcy Satoshi Mogi
Corporate rehabilitation and bankruptcy Tomohiro Kandori
Litigation and arbitration Michito Kitamura

Lawyer Profiles

Photo Name Position Profile
Makoto Hibi photo Makoto Hibi Director / Regulatory implications and finance, Wealth management, ESG- and sustainability-related legal services View Profile
Yasuyuki Iwasaki photo Yasuyuki Iwasaki Partner / General corporate and M&A, Public sector, Restructuring and reorganisation View Profile
Tomohiro Kandori photo Tomohiro Kandori Partner/ Banking and finance, real estate, restructuring and insolvency View Profile
Michito Kitamura photo Michito Kitamura Partner / Tax Disputes, Wealth Management, ESG View Profile
Yusuke Kobayashi photo Yusuke Kobayashi Director / Labour, General corporate and M&A,Restructuring and reorganisation, ESG- and sustainability-related legal services View Profile
Kozo Kuromatsu photo Kozo Kuromatsu Director /  General corporate and M&A, Tax advice, Tax investigation advice and… View Profile
Satoshi Mogi photo Satoshi Mogi Partner / M&A, Restructuring and reorganisation View Profile
Kimiharu Shidara photo Kimiharu Shidara Director / General corporate and M&A,Corporate rehabilitation and bankruptcy,Restructuring and reorganisation, Litigation and… View Profile
Hiroki Yamada photo Hiroki Yamada Partner / General corporate practice, M&A, Wealth management, ESG- and sustainability-related legal… View Profile

Languages

Japanese
English

International Capabilities


The power of connection: PwC’s global professional network

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With expertise that connects disciplines and crosses borders, we bridge all aspects of your business so you can grow and protect it, today and tomorrow. That’s the power of PwC Legal — it’s all connected.

Navigate complexity and execute with confidence

Delivering integrated expertise: broader business POV to solving important problems; pairing experts in tax, deals, assurance, consulting and risk with our lawyers to give you clear and actionable advice on the best way forward.
Tracking the trends that matter for your business and help shape the debate on how tax and legal systems should evolve. More than 3,700 legal practitioners in 100+ countries, giving you the power to execute in territory, and across the globe.

More than a law firm

We believe in the power of legal to solve your most significant challenges and take on the future. Working with us is not just about legal advice.

It’s about seeing beyond uncertainty and risk to uncover new opportunities.
It’s about harnessing the power of PwC’s global reach, local presence and industry depth to chart a future-ready path to success.

It’s about bringing the right combination of legal insight, business understanding and technological innovation to transform how you work and make the right decisions.

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.

Japanese Business Network – Supporting your overseas business
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.

Through PwC’s global network consisting of 742 locations in 155 countries and regions with more than 284,000 members, we gather information and trends from each country to gain an accurate understanding of the world economy and provide clients with information that contributes to their business strategy. For more details about the JBN, please see our official JBN webpage.

In addition, PwC is a leader in 100+ major analyst reports, please refer to the ratings below:

https://www.pwc.com/gx/en/about/analyst-relations/publications.html

Diversity


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

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:
https://www.pwc.com/gx/en/about/diversity.html

Press Releases

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.


Michito Kitamura was interviewed in the article of Asian Legal Business.

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’.


Contribution to The Finance: ‘Overview of ship finance transactions and their legal risks’

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 customers

26th 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.