The IFLR guide to Japan 2009

• Editorial

• Foreign bank agency services scheme

  Masayuki Watanabe of Anderson Mori & Tomotsune outlines a recent amendment to the Banking Law

• Directors' liabilities

  In light of a series of judgements for increased damages endorsed by the Supreme Court, Yoshinori Ono of Nishimura & Asahi offers an introduction to the position and responsibilities of directors under the Companies Act

• Paperless share system and M&A

  Takashi Toichi and Yosuke Fujisawa of Anderson Mori & Tomotsune outline the Electronic Share Certificate System and how it works in relation to M&A involving listed issuers

• The Electronically Recorded Monetary Claims Act

  Nobuyoshi Inujima and Kohmei Shimizu of Nagashima Ohno & Tsunematsu provide an overview of aspects of the new law

• New trade initiatives

  Hideo Ohta, Tsutomu Hiraishi and Elizabeth Ticehurst of Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office (Gaikokuho Joint Enterprise) outline issues surrounding Japan’s emerging emissions trading market

• Cross-listings of ETFs

  Kei Ito and Yusuke Motoyanagi of Nishimura & Asahi track developments following the 2007 amendments to the TSE's securities regulations

• Hostile takeover defensive measures

  It was not until the present century that hostile takeovers became a real issue in Japan. Shintaro Takai and Keiji Tonomura of Nagashima Ohno & Tsunematsu outline some defensive measures

• Growing issuance

  Hiroki Aoyama of Mori Hamada & Matsumoto outlines recent developments and legal issues, with a particular focus on hybrids that are treated as debt for tax purposes but as equity for other purposes

• M&A of J-Reits

  Under these depressed market conditions, M&A of J-Reits has been attracting attention. Nobuhiko Shimose and Yasuhiko Fujitsu of Mori Hamada & Matsumoto outline possible M&A schemes for them

• Regulatory obstacles to acquisition

  Kei Okubo and Kan Watanabe of Nagashima Ohno & Tsunematsu provide an overview of the regulations that foreign companies and funds should take into account before acquiring or investing in a Japanese company

• Insolvency law

  Saori Hanada, Miki Ono and Eiichiro Hata of Atsumi & Partners provide an overview of the main types of insolvency proceedings in Japan and how they affect securitisation projects

• Using declarations of trust

  Yutaka Sakai of TMI Associates considers a model case of a business trust using declarations of trust and gives an example of a business trust instrument