Oh-Ebashi LPC & Partners

After the execution of employment contract, employer may sometimes need to change an employee’s position and salary for various reasons. Such a change may be a “bilateral” one which means both the employer and the employee particularly agreed on the conditions of such an individual change, or it could be a “unilateral” one which means the employer made such a change without obtaining the agreement of the employee.

On July 28, 2022, the Japan Supreme Court upheld the decision of the Tokyo High Court to halt the implementation of the shareholders’ rights plan (or poison pill) of Mitsuboshi[1] that was challenged by one of its shareholders, Adage Capital (“Adage”). It was the first court case in Japan where a listed company implemented a shareholders’ rights plan that targeted a group of activists who, without expressly agreeing to act together, were nonetheless acting in concert, and where one of them sought an injunctive remedy. Thereafter, on September 20, Mitsuboshi announced that all of its incumbent board members would step down and it would hold an extraordinary general shareholders’ meeting to elect the new board members nominated by Adage.

I joined Oh-Ebashi LPC & Partners after serving as a Senior Specialist for Legislation at the Legislative Affairs Office of the Japan Patent Office (“JPO”) for three years. One of my accomplishments during my time at the JPO was being involved in drafting the bill to amend the Patent Act of Japan (the “Patent Act”). The bill was enacted in 2021.

The Financial Services Agency (“FSA”) established a Working Group on Payment Services, and the report of this working group (“Report”) was published on January 11, 2022. In response to the Report, amendments to the Payment Services Act (“PSA”),[1] the Act on Prevention of Transfer of Criminal Proceeds, Financial Instruments and Exchange Act (“FIEA”),[2] the Banking Act, and other statutes were enacted on June 3, 2022 (collectively, the “Amendments”). The Amendments will take effect within one year from the date of their promulgation on June 10, 2022.

A few months ago, a piece of rather interesting news in China raised debates about to what extent an employer can impose surveillance upon its employees in workplaces. The news reported that one major e-commerce company in China has internally announced sanctions upon some of its employees on the ground of excessive access to work-irrelevant mobile applications during work hours. The company was able to collect various data such like the length of access or quantity of data that has been exchanged by each particular employee’s use of his or her mobile phones to access certain applications (Tik Tok or online shopping applications) via the company’s internal wireless network. Those who support such an action argues that workplace surveillance is necessary to maintain the employment disciplines as well as the security. While others think such a surveillance scheme is only an undue intrusion to employees’ privacy.

This article will introduce the drug vigilance activities required by the new Good Vigilance Practice ("GVP"), enacted on May 7, 2021, and come into effect on December 1, 2021. The GVP will be applied to MAHs and NDA applicants conducting clinical trials.

A. Introduction Today, the importance of information as an asset is increasing due to the evolution of digital network technology and its widespread use in business. The increase in the number of work-from-home situations triggered by the pandemic has also made the value of information for individuals even greater. In particular, among the different types of information, the group of data known as “big data” is becoming a source of value for companies given the remarkable development of IoT, the means of collecting data, and AI, which analyzes and utilizes such data.

A. Introduction Over 130 countries across the world have merger control regulations. A majority of them have introduced the European Union’s model system where a filing is required if a change in the “control” of a target company will occur. However, the Japanese merger control regulations do not use the concept of “control” as the threshold for the filing requirement. Filing is mandatory in certain types of transactions if they meet certain thresholds. This article will provide an overview of the merger control regulations in Japan.

A. Introduction In recent years, the number of cases of hostile takeovers has increased in Japan, and more and more listed companies are trying to introduce, maintain or renew hostile takeover defense measures. Since the spring of 2021, important court decisions have been made on such hostile takeover defense measures, and this article discusses the latest trends in these court decisions.