Unlock Fund Businesses With Legal Perspectives
It is absolutely obvious that fund businesses play an important role as a provider of risk capital on a global scale.
I stated in the preface of my book which focuses on the amendment of financial regulations on fund businesses in Japan, “Practices of Specially Permitted Businesses for Qualified Institutional Investor, etc.”, that “It is expected that this amendment of regulations concerning the Specially Permitted Businesses adds more credibility to fund businesses, and thanks to this, entities doing fund businesses fill their roles as a channel providing risk capital to the fullest extent. The fund industry should take this as an opportunity. It is my sincere desire to continue to put the most efforts for the development of the industry”.
I wish to continue to contribute to the further development of the fund industry through proactively getting involved in fund businesses and providing custom-made strategic solutions.
Shingo Goto, Attorney-at-Law (Japan and New York, USA)
Shingo Goto is a co-founder of Aramaki & Goto which was founded in 2016 for the purpose of providing high-quality advice and expertise to clients. He started his career at Asahi Koma Law Offices (currently Nishimura & Asahi, the largest law firm in Japan) after finishing his legal training at the Legal Research and Training Institute of the Supreme Court of Japan in 2003. In 2009, He joined Jones Day, a US-based international law firm, to focus on international deals. He received his LL.B. from Waseda University, School of Law in 2000 and his LL.M. from the University of California, Berkeley, School of Law in 2013. He was admitted to the Daini-Tokyo Bar Association (Japan) in 2003 and New York State Bar in 2014.
Since his admission to the Japanese Bar, Mr. Goto has been consistently engaged in legal practice regarding fund businesses and, as a legal counsel, dealt with a wide variety of such businesses including hedge funds, buyout funds, venture capital funds, business turnaround funds and real estate funds.
SERVICES – WE PROVIDE CUSTOM-MADE STRATEGIC SOLUTIONS
We provide legal services described below to our clients which deal with fund businesses. Also, we render legal advice to, and represent, investors considering a possible investment in funds. We act flexibly so that we could respond to clients’ changing needs, so please feel free to contact us even if services that you like to request are not covered by those stated below.
COMPLIANCE WITH FINANCIAL REGULATIONS
To conduct fund businesses through partnerships in Japan, entities need to comply with a diverse range of regulations set forth in Financial Instruments and Exchange Act of Japan including a requirement of a registration with, or a report to, the Financial Services Agency of Japan. The entities are also required to pursue their businesses in compliance with AML/CFT Act of Japan. It is indispensable that they fully understand the interpretations of those acts made public by the FSA and the self-regulated organizations as well as each provision of such acts to do their businesses legally in Japan. We support our clients’ compliance with those Japanese financial regulations based on our knowledge and know-how accumulated for years.
ASSISTANCE FOR IMPLEMENTATION OF DEALS
If you adopt Japanese law as a governing law of a partnership agreement executed with investors, you need to choose an appropriate vehicle of funds from several ones such as a civil law partnership, a commercial law partnership and a partnership organized pursuant to Limited Partnership Act for Investment. Also, you have to understand documentation practice in Japan when you prepare those agreements. On the other hand, you are to analyze an investment scheme, conduct a due diligence and draft investment agreements from Japanese law perspectives when you make an investment in Japan as the management of fund assets. We provide solutions such as rendering legal advice and representation services so that our client could properly tackle with those legal challenges.
GENERAL CORPORATE LEGAL SERVICES
Entities doing fund businesses in Japan have to deal with legal problems such as corporate governance, finance, HR, crisis management and dispute resolutions as is the case with the other entities. An outside attorney may adequately provide legal services to address those issues if he/she understands his/her client’s business policy and culture in depth under his/her continuing relationships with it. We provide general corporate legal services as a legal counsel to entities doing fund businesses in Japan as well as the financial legal services described above.
ASSUMPTION OF OFFICE OF MEMBER OF BOARD/COMPLIANCE COMMITTEE
An entity conducting fund businesses has to strengthen its governance to increase its corporate value continuously. To accomplish it, it becomes general practice in Japan that it nominates an outside person familiar with both of fund businesses and compliance to a position such as a member of Board or Compliance Committee and tries to maintain the legitimacy of its business through such person. Monitoring our client’s business via those positions to contribute to the enforcement of its governance becomes one of our major services areas.
LEGAL ADVISORY/REPRESENTATION SERVICES TO INVESTORS
It is general recognition that fund agreements are unique and complicated and difficult to understand. Investors need to accurately understand such agreements with those natures and negotiate them with general partners as required to preserve their rights and interests. Also, if you enter into an agreement governed by Japanese law, you have to review it from the standpoint of Japanese law. We also act for investors by provisions of legal advice to them and/or negotiation representation on their behalf in light of our accumulated experiences.
FEES – WE OFFER FLEXIBLE FEE ARRANGEMENTS
We adopt the one appropriate in light of the type of requested services and expected work volumes from fee calculation methods described below based on our discussion with our clients.
This is a fee calculation method in which the amount of legal fees is determined as the amount of time consumed for the provision of services multiplied by the fee amount per hour. We usually adopt this method in connection with compliance with financial regulations and assistance for implementation of deals (see the SERVICES section above for their details).
MONTHLY LEGAL FEES
This is a plan where clients pay fixed monthly fees pursuant to a general legal services agreement. Though this agreement usually applies to general corporate legal services work volumes per month of which may be anticipated, it sometimes covers compliance with financial regulations and assistance for implementation of deals, in which case time charge will be also adopted with regard to consumed time exceeding the anticipated time per month.
RETAINER FEES & CONTINGENCY FEES
In the case where how our client obtains economic benefits may be measured, such as litigation and alternative dispute resolutions, retainer fees and contingency fees may be adopted. In this case, we usually calculate fee amounts pursuant to fee standards established by Japan Federation of Bar Associations (though such standards were abolished).
FIXED SERVICES FEES
You pay fixed services fees for routine services such as a package of training courses regarding Japanese financial regulations to your officers and employees.
Please feel free to contact us if you need legal assistance in the field of fund businesses in Japan.
Shingo Goto, Attorney-at-Law (Japan and New York, USA)
ARAMAKI & GOTO
Kinsan Building 8F, 1-21 Nihonbashimuromachi 4-chome, Chuo-ku, Tokyo 103-0022, Japan
TEL: +81-3-6214-3361 Business Hours 9:30-17:00 (JST, Weekdays only)
Office Website www.aglo.jp/english
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