Category: Law

(From Shearman & Sterling) – Attached please find Shearman & Sterling’s latest client publication, summarizing the long-awaited guidance on the U.S. Foreign Corrupt Practices Act (FCPA) published this week by the U.S. Department of Justice and the Securities and Exchange Commission.

A global company with operations in Japan should remain vigilant in understanding how to effectively conduct an internal investigation associated with a corporate crisis emanating from or linked with Japan.

The Bribery Act 2010 (the Act), which came into force in July 2011, created a more robust legislative framework allowing for the prosecution of domestic and international bribery offences in the UK. The Serious Fraud Office (the SFO) is the lead agency in England, Wales and Northern Ireland for investigating and prosecuting cases of domestic and overseas corruption.

In 2011 and 2012, Idistributed my own personal proposal for amendment of Japan's Company Law to a number of legislators, regulators, members of the MOJ Company Law Subcommittee, and investors.

Public companies are not required by any law, rule or regulation of the Securities and Exchange Commission (SEC) or any stock exchange to issue earnings guidance. However, investors and analysts often expect to receive earnings guidance, especially for companies in certain industries. Should a company give earnings guidance? If so, how often should

(By Peter Cross)Last week, I was invited, with 16 others, to help review a Competency Framework being proposed by the Institute of Directors. I commend this initiative, aimed at raising the bar. While competency of itself does not guarantee that any director will be effective, it is a move in the right direction.

On September 4, 2012, the Financial Services Agency of Japan (“FSA”) published its proposal of measures to prevent the recurrence of the AIJ scandal while providing the opportunity to the public to provide their opinions regarding such measures by October 4, 2012. In addition to the foregoing, the FSA also published the interim results of the second survey that the FSA commenced this April regarding certain discretionary investment management companies (“DIMs”) selected by the FSA in accordance with the first survey.

Attached please find the United States chapter of the PLC Cross-Border Mergers & Acquisitions Handbook 2012/2013 and a Japanese translation of the chapter. The article provides a basic overview of public company M&A in the U.S. and is organized in an easy-to-use question and answer format that we hope you find useful.

Should you have any questions concerning the content of the article, please contact Ken Lebrun at (81) 3-5251-0203.

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Attached is the Corporate Counselor’s July newsletter, which discusses the principal differences between two common corporate forms in Japan — a kabushiki kaisha (the equivalent of an ordinary corporation or “c-corporation” in the United States) and a godo kaisha (the equivalent of a limited liability company/LLC in the United States).

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