Corporate Governance 2025

JAPAN Trends and Developments

Trends and Developments Contributed by: Yoshitaka Sakamoto, Tsunemichi Nakano, Michi Yamagami and Hideo Tsukamoto Anderson Mori & Tomotsune

Anderson Mori & Tomotsune (AMT) is one of the largest full-service law firms in Japan, with more than 680 lawyers. It is headquartered in Tokyo, with branch offices in Osaka and Nagoya, and overseas offices in Beijing, Shanghai, Singa - pore, Hanoi, Ho Chi Minh City, Bangkok and Brussels. AMT has also established associated firms in Jakarta, Hong Kong and London. The firm’s combined resources and network provide an extraordinarily powerful value proposition,

enabling it to advise on some of the largest and most complex cross-sector transactions. AMT regularly advises listed companies and inves - tors on corporate governance. Recently, it has advised listed companies on shareholder pro - posals, including the countermeasures avail - able against proposals from activist funds or disputing shareholders, and subsequent proxy fights.

Authors

Yoshitaka Sakamoto is a partner at Anderson Mori & Tomotsune and practises principally in the fields of M&A transactions and corporate matters, including corporate

Tsunemichi Nakano is a partner at Anderson Mori & Tomotsune specialing in corporate and M&A transactions, including cross- border matters. He acts for both Japanese and foreign clients,

governance. His experience includes participation in the legislative revision of the Companies Act of Japan on secondment with the Civil Affairs Bureau of the Ministry of Justice from 2017 to 2019. Yoshitaka was admitted to the Japanese Bar in 2009 and the California Bar in 2019. His recent publications include “[SDGs/ESG] No area of Business is Irrelevant to SDGs. Best Practice based on the Recent Discussion” , “Lawyers Guide Compliance × New World” (2022) and “Q&A on Practical Responses to the Revised Companies Act” (2021).

and has extensive experience assisting the latter on a variety of corporate issues. He contributed to the drafting of the Corporate Governance Code on secondment to the Financial Services Agency in Japan from 2014 to 2015. Tsunemichi was admitted to the Japanese Bar in 2010. His recent publications include “New Business Restructuring and Buyouts: Case Studies” (2024) and “Case Analysis of Acquisitions of Listed Companies based on the Guidelines for Corporate Takeovers and Fair M&A Guidelines” (2024).

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