Corporate Governance / Shareholders Meetings

In recent years, investors more and more demand strict corporate governance in listed companies, and complying not only with laws and regulation but also with the soft laws such as corporate governance codes is essential. In addition, as disclosure rules are constantly changing due to global ESG investment trends, listed companies have to comply with extremely complicated regulations. To serve the needs of listed companies in establishing their corporate governance, City-Yuwa Partners has been providing accurate and expert advice based on its past experience, network with relevant government ministries and agencies, and its expertise in the latest developments regarding the Companies Act, the Financial Instruments and Exchange Act, and securities exchange rules including corporate governance codes and ESG related rules.

In relation to this, the shareholders’ meetings are increasingly becoming a forum for dialogue with shareholders (including institutional investors) and responding to shareholder proposals. Companies must keep up with these trends in preparing for shareholders’ meetings, and on the whole, consider strategically disclosing information to be provided to shareholders through integrated reports and management plans, in addition to business reports and annual securities reports.

For companies to respond to these changes, based on its experience and know-how in handling issues relating to shareholders meetings in a broad range of listed companies, City-Yuwa comprehensively supports listed companies in general operation of the shareholders’ meeting and handling shareholder proposal and proxy fights.

Further, recently, as a corporate governance concern, quite a few listed companies have been discussing whether to establish a Company with a Nominating Committee etc. a Company with an Audit and Supervisory Committee or a Company with a Board of Company Auditors should be chosen as a system, as well as whether Compensation Committee and Audit Committee (which are optional) should be chosen. City-Yuwa has the expertise to advise its clients on organization design, maintenance of internal audit system, and internal rules.

City-Yuwa can satisfy the needs of listed companies’ directors in solving legal issues by considering the company’s history and culture, including advice on solutions for day-to-day legal issues, preparation of written opinions, and planning of directors’ compensation structure. 

In Japan, from the perspective of improving incentives, executive compensation is also attracting attention as part of corporate governance, and the related articles of the Companies Act have just been revised. City-Yuwa has the expert knowledge of the Companies Act and the Financial Instruments and Exchange Act essential for considering the design of various types of compensation including stock-based compensation, and procedures for granting such compensation, and disclosure. 

Taking into account the history and culture of each company, City-Yuwa also provides advice on other legal issues of listed companies, ranging from advice on day-to-day legal issues to drafting opinions and handling corporate scandals.

City-Yuwa provides various legal services including corporate governance matters not only to listed companies but to many other types of companies, including companies of various sizes, as well as overseas companies’ branch offices in Japan.