MORI & PARTNERS

Commercial Litigation & International Arbitration

Insurance

We offer comprehensive guidance to clients on a wide array of insurance matters, encompassing D&O insurance, reinsurance, captive insurance, and cyber insurance. Furthermore, we provide counsel on addressing inquiries and investigations from regulatory authorities, such as the FSA.

Our firm frequently represents both domestic and international insurers in insurance-related disputes, including product liability lawsuits and claims from insured parties.

Our recent insurance dispute resolution engagements include:

• Representing and advising a major Japanese insurance company group in various product liability disputes involving consumers in Japan and the U.S., concerning pharmaceutical products, electrical appliances, and plant equipment.
• Representing a U.S.-based insurance company group in a product liability dispute involving an electrical device.
• Acting on behalf of a leading Japanese insurance company group in a subrogation claim dispute against a party responsible for a product liability incident.
• Resolving numerous consumer claims for a global IT company as part of our TPA services.
• Representing a major Japanese insurance group regarding the issues under a Management Liability Insurance Policy related to a damage claim against its Indonesian subsidiary of a Japanese company.
• Representing a major Japanese insurance company on the issues under a Directors and Officers (D&O) insurance related to a damage claim against the directors of a Thai subsidiary of a Japanese insured company.
• Representing a major Japanese insurance company regarding an insurance claim related to a factory accident involving an American food manufacturer.
• Providing legal advice to a major Japanese insurance company on the use of a captive reinsurance scheme.
• Providing legal advice to a major Japanese insurance company regarding the introduction of new insurance products utilizing telematics.

By leveraging our diverse expertise and in-depth understanding of insurance matters, we are committed to delivering sophisticated and tailored legal solutions for our clients.

Mergers and Acquisitions

In M&A transactions, we offer comprehensive legal services throughout the entire process, including advising on suitable transaction structures, conducting due diligence, and negotiating and drafting definitive agreements. We are also capable of handling merger filing procedures in Japan.

Our recent M&A projects encompass:

• Acquisition of a semiconductor-related manufacturer by a private equity fund.
• Acquisition of a wholesaler by a private equity fund.
• Acquisition of a Singapore-based IT company and its subsidiaries in Vietnam and Indonesia by a domestic IT company.
• Business transfer of a domestic auto-parts manufacturer to another manufacturer in the U.S.
• Share sale of a Japanese insurance company group’s subsidiary in Guam.
• Exit (share sale) of an IT startup company by its founders.
• Acted as counsel for an e-learning business in the acquisition of a caregiving business through an absorption-type division.
• Served as counsel for a general trading company in the acquisition of a healthcare business.
• Acted as counsel for a private equity fund in the acquisition of shares in a specialty trading company through a leveraged buyout (LBO).
• Served as counsel for a general trading company subsidiary in a capital and business alliance involving multiple companies in the auto leasing industry.
• Served as counsel in a merger involving a port logistics business and its competitor .
• Acted as counsel for an electric power company in a power plant alliance project with a general trading company.
• Acted as counsel in the acquisition of a marketing business by an AI-related corporation.

Our team of experienced professionals is dedicated to delivering exceptional legal support tailored to our clients’ unique needs and objectives throughout the M&A process.

Employment

We offer comprehensive legal advice on employment contracts and internal policies to ensure a working environment that complies with relevant employment laws and regulations.

Our recent employemt-related services include:

• Provided legal advice as Japanese counsel to a US-based IT company in a project involving global changes to their work environment (such as multiple adjustments to remote work and office attendance frequency during the COVID-19 pandemic).
• Represented an international sports and social club as the defendant in a Tokyo District Court lawsuit involving overtime pay claims.
• Acted as legal counsel for an international hotel chain’s Tokyo branch in a case where a former employee sought damages for the termination of their employment relationship.
• Conducted a forensic investigation and provided legal advice on the appropriateness of disciplinary actions in response to a misconduct case involving an employee of a US-based IT company.
• Negotiated on behalf of a fitness club in a case where a former employee claimed unpaid overtime, ultimately resolving the dispute.

By providing tailored and detailed advice, we help our clients navigate the complex field of employment law and create a legally compliant and positive work environment.

Esports & Gaming

Since the inception of e-sports in Japan, our attorneys have been providing expert advice to a range of stakeholders, such as international game companies, management organizations, sponsors, event organizers, and players, helping them navigate the complex legal landscape.

Our firm’s recent gaming-related services include:

• Conducted due diligence on gaming law compliance for a European game publisher intending to distribute games in Japan.
• Represented a game publisher in filing a notification to the Financial Services Agency as an issuer of prepaid payment instruments under the Payment Services Act.
• Providing legal advice and drafting tournament rules for organizing competitions with cash prizes or other rewards.
• Provided legal advice to game publishers on necessary display items under the Act on Specified Commercial Transactions for the sale of in-game currency, and drafted these display items.
• Offering legal guidance and drafting management agreements between e-sports players and their respective teams.
• Represented a game publisher in filing a notification to the Ministry of Internal Affairs and Communications based on Article 16, Paragraph 1 of the Telecommunications Business Act.
• Advising on laws and regulations pertaining to e-sports and gaming, such as the Act against Unjustifiable Premiums and Misleading Representations, Act on Specified Commercial Transactions, Entertainment Business Act, Penal Code, among others.
• Resolved a dispute over the termination of a contract between a professional team and a player.
• Provided legal advice from the perspective of the Act Against Unjustifiable Premiums and Misleading Representations, Trademark Law, and Advertising Material Ordinances, etc., for TV and OOH (Out-of-Home) advertisements by a game publisher.
• Drafted and provided legal advice on sponsor contracts for gaming and eSports-related events.

Furthermore, our firm operates and maintains a specialized e-sports legal website. For more information, please refer to the following link: Mori & Partners – Specialized Website for e-Sports & Gaming Businesses.

Japan Market Entry Support

Our firm provides comprehensive legal support to international companies that have established, or are planning to establish, operations in Japan.

Our experienced team of attorneys offers tailored advice on a wide range of matters, including:

• Assisting clients in selecting the most appropriate corporate form for their business needs and objectives.
• Guiding clients through the process of incorporating their business in Japan, ensuring all necessary procedures are completed accurately and efficiently.
• Preparing and reviewing internal rules and policies in both Japanese and English, to ensure compliance with local laws and regulations.
• Drafting, reviewing, and advising on various types of contracts, including but not limited to, service agreements, supply agreements, and licensing agreements.
• Addressing various day-to-day legal issues that may arise during the course of business operations, such as employment matters, regulatory compliance, dispute resolution, and more.

Our goal is to serve as a trusted legal partner for international companies doing business in Japan, helping them navigate the complexities of the local legal landscape and ensuring their operations run smoothly and effectively.