General Outward/Inward
Direct Investment
General International Business
Areas of Practice

General Outward/Inward Direct Investment
We provide comprehensive services with respect to participation by foreign companies in the Japanese market, establishment of business overseas by Japanese companies, government approvals, and drafting of relevant agreements. In concrete terms, our major practice covers the establishment of local companies and branches, approvals and licensing incidental to the above, restructuring of domestic and foreign companies, plant construction, property and hotel investment, joint ventures, technical assistance agreements, and distributorship agreements. Needless to say, we provide advice on daily legal problems arising out of the business activities of our clients wherever they may be carried out.

General International Business
We provide legal advice concerning matters arising in the course of international business. This includes legal drafting, analyses and investigation, negotiations, execution and performance in connection with agreements. We handle various agreements, including agreements for import and export of pharmaceuticals, food or other goods, licensing of trademarks, techniques or brands, subcontracts for technical development, and agreements for public performances and commercial appearances by people in show business and sports.

Mergers and Acquisitions
We believe that we have the preeminent corporate mergers and acquisitions practice in Japan. For a number of years we have been involved in various kinds of merger and acquisition transactions - both negotiated and non-negotiated - that have taken place in Japan. We also represent investment banks and other financial institutions in mergers and acquisitions and other transactions throughout Japan. For example, for a major U.S. investment banking firm, we completed its acquisition of a major portion of the business of a major Japanese investment banking firm which was financially ruined.

Structured Finance (Securitization)
We advise issuers and underwriters on the conversion of cash-generating assets into marketable securities. Our activities encompass mortgage-backed securities issuances and receivables-backed financings. We have worked on many of the offerings that are establishing precedents for future developments in the field of securitization, especially in respect of commercial mortgage-backed securities, consumer credit receivables and financings related to the construction of buildings.

Capital Markets
Our practice includes the entire range of corporate financing vehicles, from public offerings to private placements of debt and equity securities. We have considerable experience in all forms of debt and equity combinations, convertible securities, initial public offerings, securities issuances in Japan by foreign issuers and issuances in the Eurodollar or Euroyen and other securities markets outside Japan. We represent both issuers and underwriters.

Banking and Institutional Investing
Acting for major Japanese and foreign banks, securities companies, insurance companies, and other financial institutions, we provide prompt and detailed advice and assistance with respect to drafting, negotiation, execution and performance of international or domestic loan agreements. We have extensive experience in all types of loan transactions from simple yen loans and syndicated loans, to major project, and ship and aircraft financing transactions. For our foreign financial institution clients, we also provide services for representative office and branch registration, and filing to obtain proper licenses for banking, securities and insurance business, and all other establishment and regulatory services.

Commercial and Investment Banking Regulations
We have kept in the forefront of the rapid changes in the Japanese financial industry, and have advised and assisted our clients in downsizing branches, amalgamating banking and securities offices in an economical and legally acceptable manner, and in creating economies of operations by establishment of local and/or offshore service company subsidiaries to handle clerical and back office functions jointly for bank and securities entities within the same financial institution. We frequently advise financial institutions in connection with the Financial Services Agencyfs investigations of their financial and other affairs. Our firm has recently strengthened its capability in respect of such field of law by arranging to have a group of attorneys having expertise therein added to our firm. As changes to open the Japanese financial markets develop, we are ready to ensure that our clients, with our assistance, can be among the first to enjoy the benefits of such changes.

Venture Businesses
Our firm not only represent companies in the venture stage of their development in connection with their initial public offerings of stocks in Japan and/or the United States, but also provide legal advice to consulting firms engaged in such business.

Human Resources and Employment
We provide services on a broad range of matters relating to human resources (HR) and employment, including, among other things, matters and advice on: drafting HR-related rules such as rules of employment, etc.; establishing and changing personnel systems; overtime issues; sexual harassment and power harassment; internal compliance pertaining to employee misconduct, etc.; issues regarding temporary staff and dispatched workers, etc.; disputes regarding commencement, change, or termination of employment relations; employment policies during corporate restructuring, etc.; issues regarding non-competition, non-solicitation, and confidentiality of officers and employees; and handling matters of collective bargaining and labor disputes. In particular, we have strong expertise in dealing with legal issues pertaining to preventive measures and dispute resolution regarding HR and employment matters unique to Japanese subsidiaries or offices, etc. of foreign companies.

Litigation, Arbitration and Bankruptcy
Our firm has a high level of expertise in matters which may lead to lawsuits or arbitration. Our firm has recently strengthened its capability in respect of such field of law by arranging to have a group of attorneys having expertise therein added to our firm.
We also have extensive experience both in Japan and overseas with respect to bankruptcy, credit recovery on behalf of either creditors or debtors, voluntary winding up, receivership, corporate reorganization, and civil rehabilitation.

Intellectual Property
Our firm has much experience in various types of intellectual property matters including copyright, patents and trademarks. We also provide services for clients involved in disputes concerning intellectual property.

Tax-related and Other Government-related Proceedings and Litigation
Our firm has attorneys having an abundant experience of engaging in government-related business and provides, in response to the needs of its clients, a broad range of legal services including representation of such clients in connection with negotiations with the tax authorities, petitions for examinations of decisions of the tax authorities to which objections have been raised, tax-related litigation, and tax-related criminal cases. Our firm also provides a broad range of legal services in connection with other ordinary government-related proceedings, litigation, etc.

General Domestic Affairs
We provide a wide variety of legal services, including those relating to ordinary transactions and corporate, management and restructuring issues, for Japanese corporations including Japanese subsidiaries of foreign enterprises.

Asia Pacific
Since its establishment by Thomas Blakemore, the law firm of Blakemore & Mitsuki has had a long tradition of supporting clients involved in cross-border transactions. Since the reconstruction era after WWII, Blakemore & Mitsuki has contributed to the introduction into Japan of innovative US businesses. Blakemore & Mitsuki has also advised both domestic and overseas clients conducting inbound investments in Japan. On the other hand, during the high-growth era, Blakemore & Mitsuki advised Japanese companies that were investing in the US. Based on the trend of Japanese companies investing in Asia Pacific regions on the grounds that such regions are rapidly growing, Blakemore & Mitsuki has attorneys who have the experience to support such Japanese companies, through which Blakemore & Mitsuki is accumulating expertise, as well as creating networking opportunities with leading foreign firms.
Hawai'i, which, in terms of its court system, belongs to the 9th Federal Circuit of the United States Court of Appeals (together with California), is not only a friendly state for Japanese based on its historic background of immigration, but also an important gateway into major markets. Through the experiences of its attorneys, Blakemore & Mitsuki is able to understand and appreciate the issues related to Hawaii. One of Blakemore & Mitsuki attorneys is Hideyuki Kobayashi, who was a visiting scholar of the University of Hawaii. Blakemore & Mitsuki is able, through coordination with local firms, to address the needs of Japanese clients, such as Japanese investors investing in Hawaii or Japanese persons wishing to immigrate there; at the same time, Blakemore & Mitsuki is able to support management of businesses and assets remaining in Japan.

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