LAW OFFICE OF HAJIME IWAKI
Experience

Twenty years of cross-border practice, reframed for what clients hire us for today

Representative matters from two decades of cross-border practice — at O'Melveny & Myers in Los Angeles and Tokyo, at DLA Piper Tokyo, and at our own office since 2016 — organized by practice to show the range of work we handle. Client identities are withheld throughout.

Selected Career Matters draws on two decades at O'Melveny & Myers and DLA Piper Tokyo. Recent Engagements covers boutique-era work since establishing our office.

Corporate & Governance
IT services

Acted as outside General Counsel to a global IT services group's Japan subsidiary under a multi-year retainer, covering governance, commercial contracts, and employment matters.

Supply-chain SaaS

Advised an enterprise supply-chain software provider through a period of rapid Japan growth, under a retainer scaled up to cover commercial contracts, employment counseling, and governance.

Customer data platform

Provided outside General Counsel support to a foreign-owned data-platform subsidiary, spanning governance, contracts, and employment matters.

Technology

Advised a global technology company on integrating a newly acquired business's Japan operations by way of statutory merger, leading the integration plan, merger agreement, and related documentation.

Commercial Contracts
Mobile / device services

Advised a device-protection and extended-warranty provider on commercial contract review and vendor negotiation for its Japan operations.

Telecom / network services

Supported a foreign carrier's Japan enterprise arm on commercial and employment matters across the operating year.

Disputes & Insolvency
Flexible workspace

Defended a global flexible-workspace operator on appeal against a claim that its service agreement should be recharacterized as a real estate lease, settling on favorable terms after an adverse trial-court ruling.

Technology

Successfully defended against a Japanese corporation's copyright-infringement claim over unlicensed software use, and separately defended a related declaratory-judgment demand.

Corporate / shareholder dispute

Resolved a shareholder dispute at a Japanese online business, including an injunctive-relief proceeding and a share-price appraisal action.

Financial services

Defended a global bank against consumer overpayment claims connected to its Japan consumer-lending business.

Cross-border insolvency

Represented creditor and lender interests in Chapter 11 and Japanese corporate reorganization proceedings for multinational companies, including cross-border DIP financing and coordination with US bankruptcy counsel.

Insolvency / restructured assets

Advised a dissolving foreign-held subsidiary in a global insolvency proceeding, coordinated with offshore administrators.

Employment
SaaS / technology

Provided multi-year management-side employment defense to a multinational SaaS provider, including Labor Standards Inspection follow-up.

Advertising / communications

Advised a foreign-owned advertising and communications agency on Japan restructuring and severance design, coordinated with regional headquarters.

Grocery / fulfillment technology

Advised an online-grocery technology group on redundancy program design and template commercial work during a Japan scale-up.

Technology

Served as ongoing employment counsel to a global technology company's Japan and Asia-Pacific HR teams, advising on labor disputes and employee-initiated investigations and delivering management-level HR training.

Life sciences

Advised on the employment aspects of a cross-border divestiture, structuring a spin-off/demerger to address employees' statutory right to refuse transfer in an asset deal and negotiating individually with affected staff.

Financial services

Advised a major US financial services company on employment contract terminations and related workforce matters in Japan.

Advertising / communications

Advised on management service agreements and equity participation arrangements for senior managers of a major international advertising group.

Multinational employers, general

Advised on the drafting of work rules (shūgyō kisoku) governing the employment relationship, for filing with the Labour Standards Bureau.

M&A and Joint Ventures
Insurance / financial services

Advised a major Japanese life insurer on its potential acquisition of a US public life insurance company.

Insurance / financial services

Advised a Japanese non-life insurer on its acquisition of a Dutch underwriting agency — the first such acquisition by a Japanese non-life insurer — running the bidding process and negotiating with the seller across corporate and multi-jurisdictional insurance-regulatory issues.

Life sciences

Advised on the Japan aspects of a US$450 million global divestiture of a life-sciences business unit, including demerging the Japan division into a standalone corporation and extensive Japanese labor-law analysis.

Life sciences

Advised on the Japan integration following a US$6.7 billion global merger between two life-sciences companies, including the pre-filing consultation process with the Japan Fair Trade Commission and post-integration corporate and commercial work for the Japanese subsidiaries.

Semiconductor / technology

Advised a global semiconductor company on its US$140 million acquisition of a competitor's Japan fabrication facility, covering corporate spin-off, tax, security, employment, and regulatory issues.

Real estate

Advised a global real estate investor on its acquisition of a Japanese competitor in the flexible-office business, including due diligence, deal structuring, and negotiation.

Electronics manufacturing

Advised a Japanese electronics manufacturer on forming a global joint venture around its CDMA business with a major European competitor, structured through a corporate spin-off (kaisha bunkatsu) under Japanese company law.

Media / entertainment

Advised a Korean entertainment company on its Japanese joint-venture investment with a major Japanese media company to build a K-pop/J-pop music business.

Video games / film

Represented a listed video game company in its acquisition of a controlling stake in a listed film production company.

Digital music

Represented a US company in setting up a Japanese joint venture to launch an online music download business in Japan.

Selected career matters

Below are representative matters from O'Melveny & Myers (Los Angeles and Tokyo) and DLA Piper Tokyo to illustrate our depth of experience, organized by practice.

Corporate M&A
Insurance / financial services

Advised a major Japanese life insurer on its potential acquisition of a US public life insurance company.

Insurance / financial services

Advised a Japanese non-life insurer on its acquisition of a Dutch underwriting agency — the first such acquisition by a Japanese non-life insurer — running the bidding process and negotiating with the seller across corporate and multi-jurisdictional insurance-regulatory issues.

Life sciences

Advised on the Japan aspects of a US$450 million global divestiture of a life-sciences business unit, including demerging the Japan division into a standalone corporation and extensive Japanese labor-law analysis.

Life sciences

Advised on the Japan integration following a US$6.7 billion global merger between two life-sciences companies, including the pre-filing consultation process with the Japan Fair Trade Commission and post-integration corporate and commercial work for the Japanese subsidiaries.

Semiconductor / technology

Advised a global semiconductor company on its US$140 million acquisition of a competitor's Japan fabrication facility, covering corporate spin-off, tax, security, employment, and regulatory issues.

Media / entertainment

Advised a Korean entertainment company on its Japanese joint-venture investment with a major Japanese media company to build a K-pop/J-pop music business.

Real estate

Advised a global real estate investor on its acquisition of a Japanese competitor in the flexible-office business, including due diligence, deal structuring, and negotiation.

Electronics manufacturing

Advised a Japanese electronics manufacturer on forming a global joint venture around its CDMA business with a major European competitor, structured through a corporate spin-off (kaisha bunkatsu) under Japanese company law.

Technology

Advised a global technology company on integrating a newly acquired business's Japan operations by way of statutory merger, leading the integration plan, merger agreement, and related documentation.

Video games / film

Represented a listed video game company in its acquisition of a controlling stake in a listed film production company.

Digital music

Represented a US company in setting up a Japanese joint venture to launch an online music download business in Japan.

Employment
Technology

Served as ongoing employment counsel to a global technology company's Japan and Asia-Pacific HR teams, advising on labor disputes and employee-initiated investigations and delivering management-level HR training.

Life sciences

Advised on the employment aspects of a cross-border divestiture, structuring a spin-off/demerger to address employees' statutory right to refuse transfer in an asset deal and negotiating individually with affected staff.

Financial services

Advised a major US financial services company on employment contract terminations and related workforce matters in Japan.

Advertising / communications

Advised on management service agreements and equity participation arrangements for senior managers of a major international advertising group.

Multinational employers, general

Advised on the drafting of work rules (shūgyō kisoku) governing the employment relationship, for filing with the Labour Standards Bureau.

Disputes & Insolvency
Flexible workspace

Defended a global flexible-workspace operator on appeal against a claim that its service agreement should be recharacterized as a real estate lease, settling on favorable terms after an adverse trial-court ruling.

Technology

Successfully defended against a Japanese corporation's copyright-infringement claim over unlicensed software use, and separately defended a related declaratory-judgment demand.

Cross-border insolvency

Represented creditor and lender interests in Chapter 11 and Japanese corporate reorganization proceedings for multinational companies, including cross-border DIP financing and coordination with US bankruptcy counsel.

Corporate / shareholder dispute

Resolved a shareholder dispute at a Japanese online business, including an injunctive-relief proceeding and a share-price appraisal action.

Financial services

Defended a global bank against consumer overpayment claims connected to its Japan consumer-lending business.

Recent engagements

Our recent engagements, organized by industry sector and matter type. These signal current activity at boutique scale — the type of work our office is doing now, for clients it regularly serves now.

SaaS / technology

Multinational SaaS provider — multi-year management-side employment defense, including Labor Standards Inspection follow-up.

IT services

Global IT services group — multi-year outside GC retainer covering governance, commercial contracts, and employment matters for the Japan subsidiary.

Advertising / communications

Foreign-owned advertising and communications agency — Japan restructuring and severance design coordinated with regional headquarters.

Supply-chain SaaS

Enterprise supply-chain software provider — retainer scale-up covering commercial contracts, employment counseling, and governance through a period of rapid Japan growth.

Customer data platform

Foreign-owned data-platform subsidiary — outside GC support spanning governance, contracts, and employment matters.

Mobile / device services

Device-protection and extended-warranty provider — commercial contract review and vendor negotiation for Japan operations.

Telecom / network services

Foreign carrier's Japan enterprise arm — commercial and employment support across the operating year.

Grocery / fulfillment technology

Online-grocery technology group — redundancy program design and template commercial work during a Japan scale-up.

Insolvency / restructured assets

Dissolving foreign-held subsidiary in a global insolvency proceeding, coordinated with offshore administrators.

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