{"id":132972,"date":"2026-04-09T11:36:43","date_gmt":"2026-04-09T11:36:43","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=132972"},"modified":"2026-04-09T11:36:43","modified_gmt":"2026-04-09T11:36:43","slug":"japan-venture-capital","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/japan-venture-capital\/","title":{"rendered":"Japan: Venture Capital"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-132972","comparative_guide","type-comparative_guide","status-publish","hentry","guides-venture-capital","jurisdictions-japan"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Nagashima Ohno &amp; Tsunematsu<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/NAGASHIMA_brandmark_Color-1.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Nagashima Ohno &amp; Tsunematsu<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2019\/03\/NAGASHIMA_brandmark_Color-1.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Venture Capital laws and regulations applicable in Japan<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there specific legal requirements or preferences regarding the choice of entity and\/or equity structure for early-stage businesses that are seeking venture capital funding in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Early-stage businesses that are seeking venture capital funding in Japan choose the company form called Kabushiki Kaisha (\u201cKK\u201d), which is typically translated as joint-stock company.<\/p>\n<p>While there are other corporate forms available in Japan, such as Godo Kaisha (\u201cGK\u201d), which is typically translated as limited liability company, these other forms are intended for closely held ownership and are inappropriate for a company that is aiming to increase in scale through external equity financing.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the principal legal documents for a venture capital equity investment in the jurisdiction and are any of them publicly filed or otherwise available to the public?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The principal legal documents for a venture capital equity investment in Japan typically include the following:<\/p>\n<ul>\n<li><strong>Term Sheet<\/strong>: This essentially non-binding document outlines the proposed key terms and conditions of the investment.<\/li>\n<li><strong>Subscription Agreement<\/strong>: This legally binding agreement formalises the terms of the investment, including the terms of the shares to be issued, warranties relating to the shares and the company (typically given by the company and the founders), and the conditions precedent to subscribe for the shares. This document can alternatively be called an Investment Agreement.<\/li>\n<li><strong>Shareholders\u2019 Agreement<\/strong>: This legally binding agreement is typically entered into among the company, founders and investors, including any existing investors, and sets forth the rights and obligations of the parties in relation to the governance of the company including, among others, voting and information rights.<\/li>\n<li><strong>Distribution Agreement<\/strong>: This legally binding agreement is entered into among the company, founders and all shareholders, and provides for provisions related to exits, such as drag-along rights as well as deemed liquidation preference.<\/li>\n<\/ul>\n<p>None of these documents are publicly filed or publicly available, except for the terms of preferred stock or convertible equity, which form part of the subscription agreement and are filed as part of details for the company registration of the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a venture capital industry body in the jurisdiction and, if so, does it provide template investment documents? If so, how common is it to deviate from such templates and does this evolve as companies move from seed to larger rounds?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, there is a venture capital industry body in Japan, the Japan Venture Capital Association (JVCA). JVCA is a well-known within the venture capital industry in Japan with approximately 400 members, many of which are venture capital funds and corporate venture capitals.<\/p>\n<p>In Japan, there are no template investment documents published by an industry body which are widely used; however, there are several Japanese-language template documents that are sometimes referenced by practitioners. For instance, the Ministry of Economy, Trade and Industry of Japan (METI) and JVCA, among others, have published a primer regarding key considerations for investment documents for healthy venture capital investments (an expanded edition of this primer was published in 2025) as well as a sample term sheet. In addition, the Small and medium Enterprise Agency of Japan, an extra-ministerial bureau of METI, has published a template share purchase agreement and a primer for small to mid-sized enterprises to use when procuring equity financing.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any general merger control, anti-trust\/competition and\/or foreign direct investment regimes applicable to venture capital investments in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>First, regarding anti-trust\/competition, the Japanese Fair Trade Commission (JFTC) and METI published guidelines in 2022 that are applicable to collaboration with or investments in Japanese start-ups. The guidelines identify terms of investment which may constitute an abuse of a superior position by an investor as well as unfair trade practices under Japanese anti-trust regulations (refer to Question 8).<\/p>\n<p>Second, investments made by foreign investors into Japanese companies are subject to Japanese foreign direct investment regulations. Importantly, if the Japanese target company engages in a regulated business under the Foreign Exchange and Foreign Trade Act of Japan, foreign investors must typically file a prior notification with the relevant governmental ministries and obtain clearance. The scope of regulated businesses broadly includes telecommunications, information processing services, and software businesses.<\/p>\n<p>Third, while less likely, the acquisition by a venture capital investor of shares in a Japanese start-up may be subject to Japanese merger control rules. When the investment is subject to these rules, the investor must make a prior filing of the proposed share acquisition with the JFTC and obtain clearance. Such prior filing and clearance are required for a share acquisition if all of the following thresholds are met:<\/p>\n<p>(i) as a result of the share acquisition, the voting rights ratio held by the investor group in the target company exceeds either 20% or 50%;<\/p>\n<p>(ii) the total Japanese turnover generated by the acquiring company group for the last fiscal year exceeds JPY 20 billion; and<\/p>\n<p>(iii) the total Japanese turnover generated by the target company and its subsidiaries for the last fiscal year exceeds JPY 5 billion.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the process, and internal approvals needed, for a company issuing shares to investors in the jurisdiction and are there any related taxes or notary (or other fees) payable?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the Companies Act of Japan, a company issuing shares to investors must generally obtain approval of its board of directors and shareholders to issue the shares. The company must also comply with any share issuance restrictions or actions required under contracts by which it is bound, including those under investment documents of any prior series of funding.<\/p>\n<p>Upon the issuance of new shares, the issuing company must pay registration tax at the rate of 0.7% of the amount of increase in paid-in capital, as a result of the new share issuance. There is no notary fee payable in connection with the issuance of new shares.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How prevalent is participation from investors that are not venture capital funds, including angel investors, family offices, high net worth individuals, and corporate venture capital?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In seed and early stages of funding, founders and angel investors (including high net worth individuals) mainly participate in the company only as holders of common shares. It is also uncommon for other categories of investors to participate in the company at this stage.<\/p>\n<p>In middle and later stages, venture capital funds, as well as business corporations and corporate venture capital funds tend to participate in the company as holders of preferred shares.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the typical investment period for a venture capital fund in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Typically, the lifetime of a venture capital fund is 10 years with the investment period being the first 3-5 years after its formation. In recent years, several venture capital funds have set longer investment periods and lifetimes so that they can observe the company in which they invested mature over a longer period.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key investment terms which a venture investor looks for in the jurisdiction including representations and warranties, class of share, board representation (and observers), voting and other control rights, redemption rights, anti-dilution protection and information rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Venture capital investors commonly receive preferred shares that carry certain rights and preferences not afforded to common shares.\u00a0 Below are some key investment terms that venture capital investors typically look for when investing in Japan:<\/p>\n<ul>\n<li><strong>Representations and Warranties<\/strong>: In a subscription agreement, venture investors usually request a broad range of representations and warranties regarding the company given by both the company and founders, including capitalization, intellectual property, employment, taxes and litigation.<\/li>\n<\/ul>\n<p>In the case of a material breach of such representations and warranties (as well as covenants), it is common for investors to have a (i) redemption right against the company, and (ii) put option against the founders.\u00a0 However, the guidelines jointly issued by METI and JFTC in 2022 and the expanded edition of the primer published by METI in 2025 state that it is desirable not to provide put options against the founders (item (ii) above), as this deviates from global practice and may discourage entrepreneurs from starting a business and because the company and founders are separate legal entities.<\/p>\n<ul>\n<li><strong>Liquidation Preference<\/strong>: As preferred shareholders, venture investors are paid out before common shareholders in the event of a sale or liquidation of the company. Liquidation preferences can be a multiple of the investment made and can be structured as either \u201cparticipating\u201d or \u201cnon-participating.\u201d Liquidation preference is usually structured as \u201c1x\u201d and \u201cparticipating,\u201d under which the holders of preferred shares (i) are first paid an amount equal to their investment before holders of common shares are paid, and (ii) are entitled to, and participate in, any residual proceeds alongside holders of common shares on a pro-rata basis. However, the expanded edition of the primer published by METI in 2025 states that the \u201cparticipating\u201d structure may introduce bias for decision-making on exit (e.g., founders, who typically hold common shares, may be inclined to pursue an IPO rather than M&amp;A even if the company will grow more through M&amp;A, as holders of common shares tend to obtain more earnings from an IPO than M&amp;A) and thus it is preferable for the founders, the company, shareholders and investors to discuss which structure (\u201cparticipating\u201d or \u201cnon-participating\u201d) should be selected taking into account the anticipated scenarios of each exit method (i.e., IPO or M&amp;A) for each structure.<\/li>\n<li><strong>Voting<\/strong>: Venture investors would normally expect voting rights and the right to vote equally as common shareholders.<\/li>\n<li><strong>Anti-dilution<\/strong>: Anti-dilution provisions protect investors from the dilution of their voting ratio if the company issues additional shares at a lower price per share in subsequent financing rounds. There are several types of anti-dilution provisions with the most common being broad-based weighted average (on a fully diluted basis).<\/li>\n<li><strong>Information Rights<\/strong>: Venture investors typically negotiate for the right to receive regular financial and operational information from the company, such as quarterly and annual financial statements.<\/li>\n<li><strong>Board Representation and Observers<\/strong>: Depending on the size of their investment, venture investors will usually negotiate for the right to nominate one board member and\/or the right to appoint one or more observers.<\/li>\n<li><strong>Veto Rights<\/strong>: It is common for majority holder(s) of preferred shares to negotiate for the right to veto certain important matters for the company (e.g., change of articles of incorporation, merger or sale of the company, etc). In some cases, majority holder(s) are calculated based on the number of all preferred shares, and in other cases, majority holder(s) are calculated in each class based on the number of preferred shares of each class.<\/li>\n<li><strong>Rights relating to Transfer:<\/strong> Venture investors typically expect (i) rights of first refusal in relation to sales of shares held by the founders, (ii) tag-along rights in relation to sales of shares held by the founders and\/or investors, and (iii) drag-along rights of majority shareholders in the case of a sale of the company.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key features of the liability regime (e.g. monetary damages vs. compensatory capital increase) that apply to venture capital investments in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Investment agreements usually provide for monetary damages in the case of breach of representations and warranties and breach of covenants. Also, as discussed in Question 8, in the case of a material breach of representations and warranties or covenants by the company and\/or the founders, it is common for investors to have a (i) redemption right against the company, and (ii) put option against the founders. It is uncommon to provide a mechanism for compensatory capital increases or transfers of shares held by the founders in investment agreements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common are arrangement\/ monitoring fees for investors in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>It is rare for arrangement fees or monitoring fees to be paid by the company or follow investors to the lead investor.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are founders and senior management typically subject to restrictive covenants following ceasing to be an employee and\/or shareholder and, if so, what is their general scope and duration?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>It is common for venture capital investors to require non-competition and non-solicitation as well as confidentiality obligations in the investment documents (typically in a shareholders\u2019 agreement).<\/p>\n<p>As for non-competition, founders and other directors who hold shares in the company are typically restricted from conducting, or having any interests in, any businesses or actions that actually or potentially could compete with the businesses of the company for a certain period (e.g., two years) after they cease to be an officer, employee or shareholder of the company.<\/p>\n<p>It is uncommon for directors and senior management who do not hold any shares in the company to be subject to the above restrictions under the investment documents; however, in general terms, such persons may be subject to similar restrictions under their relevant service agreement or employment agreement with the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How are employees typically incentivised in venture capital backed companies (e.g. share options or other equity-based incentives)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Employees of the company are typically incentivised by stock options through which they can acquire shares in the company at a relatively low exercise price. The conditions for exercising the option vary from case to case. In some cases, employees may only exercise their rights after an IPO of the company or if there is a sale of the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the most commonly used vesting\/good and bad leaver provisions that apply to founders\/ senior management in venture capital backed companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In venture capital-backed companies in Japan, vesting and leaver provisions are not commonly used.<\/p>\n<p>On the other hand, an agreement is sometimes executed among the founders upon incorporation of the company. Although the obligations of the founders under such agreements differ depending on the case, it is relatively common for the founders to be obliged to sell a certain portion of their shares in the company to the other founders for a pre-agreed price (e.g., the price for which the founder acquired the shares) based on the amount of time that the founder worked as a director or an employee of the company, if he\/she ceases to be a director or an employee of the company (in many cases, regardless of the reasons for ceasing to be a director or employee).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What have been the main areas of negotiation between investors, founders, and the company in the investment documentation, over the last 24 months?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In relation to the investment terms described in Question 8, the following are the main areas of negotiation among investors, founders and the company: (i) the scope of the representations and warranties given by the company and founders; (ii) the scope of any veto rights; and (iii) the scope of board representation and observer rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How prevalent is the use of convertible debt (e.g. convertible loan notes) and advance subscription agreement\/ SAFEs in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Japan, equity financing and loans are common forms of financing start-ups. The use of convertible debt is not as prevalent as in other jurisdictions, particularly the U.S. In an effort to promote the benefits of convertible securities, METI published guidelines in 2020 regarding convertible securities which has helped to increase their use in Japan. Among convertible securities, J-KISS, a convertible equity similar to the Keep It Simple Security (KISS) in the U.S., is the most commonly used instrument. Convertible bonds are also used on occasion as a source of financing.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the customary terms of convertible debt (e.g. convertible loan notes) and advance subscription agreement\/ SAFEs in the jurisdiction and are there standard from documents?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Customary terms of convertible bonds and J-KISS are:<\/p>\n<p><strong>Conversion Price:<\/strong> The holders of these convertible securities are normally entitled to convert these securities into shares at a discounted rate in the immediately following financing round.<\/p>\n<p><strong>Valuation Cap:<\/strong> The valuation cap entitles the holders to convert these securities at the pre-agreed valuation cap regardless of the valuation in the immediately following financing round.<\/p>\n<p>In the case of J-KISS, the holders of J-KISS are entitled to convert their J-KISS into common shares (or preferred shares that had already been issued at the time of issuance of the J-KISS) at the valuation cap if the immediately following financing round does not occur prior to the pre-agreed deadline for conversion. On the other hand, in case of convertible bonds, if the bonds are not converted into equity prior to their maturity date, the principal and accrued interest of the bonds must be fully repaid from the company to the bond holder.<\/p>\n<p>Coral Capital, a well-known venture capital fund in Japan, has published a template form for the J-KISS instrument which has been widely used in practice.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How prevalent is the use of venture or growth debt as an alternative or supplement to equity fundraisings or other debt financing in the last 24 months?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Although the equity financing market remained stable over the last 24 months, the need for venture or growth debt has increased and it has become important financing options. In the last two years, some new venture debt funds have been formed by Japanese banks and other financial institutions, and it is expected that the venture\/growth debt market will continue to expand.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the customary terms of venture or growth debt in the jurisdiction and are there standard form documents?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Venture or growth debt is customarily structured as a bond or loan accompanied by an equity kicker (an option to acquire shares). The customary terms of such bonds or loans include a maturity date, interest rates, affirmative and negative covenants and events of default. The covenants for venture or growth debt tend to be broader and more strict than normal corporate loans.<\/p>\n<p>There are no template documents published by an industry body that are widely used; rather each financial provider tends to use their own template forms.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the current market trends for venture capital in the jurisdiction (including the exits of venture backed companies) and do you see this changing in the next year?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The number of companies which were newly listed on the Tokyo Stock Exchange each year over the last few years has been relatively stable and an IPO to Growth Market remains the main exit pathway for venture-backed companies. However, the Tokyo Stock Exchange has announced that the listing criteria for continued listing on the Growth Market will be revised so that the market capitalization of a company must be JPY 10 billion or more when the company has been listed on the Growth Market for five or more years and that this revision will apply to each company listed on the Growth Market as of the end of its first fiscal year ending on or after March 1, 2030. Therefore, M&amp;A transactions, including acquisitions by strategic buyers, may increase in prevalence as an alternative exit pathway.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are any developments anticipated in the next 12 months, including any proposed legislative reforms that are relevant for venture capital investor in the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No new developments that are particularly relevant for venture capital investors in Japan are anticipated in the next 12 months.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">3266<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/132972","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=132972"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}