Masaki Fujii

 

Professional Background

1996
Keio University (LL.B.)
2000
Admitted in Japan (Dai-ni Tokyo Bar Association)
Ushijima & Partners
2008
Partner, Ushijima & Partners

 

Admitted

Japan (2000)

 

Contact Information

TEL:+81-3-5511-3217
FAX:+81-3-5511-3258
masaki.fujii@ushijima-law.gr.jp

Major Types of Cases Handled

Corporate Governance/Corporate/Compliance
– Advice to management of corporations, including stock companies, public interest incorporated foundations, general incorporated associations, etc., (hereinafter “Corporations”)
– Preparation of various internal rules concerning corporate governance and compliance of Corporations and provision of guidance on the operation of the compliance committee
– Guidance on shareholders’ meetings (He provides guidance on a wide variety of shareholders’ meetings including those of listed companies attended by more than 10,000 shareholders and those that are held in the course of the battle for control of the board of directors)
– Guidance on general meetings of general incorporated associations
– Advice on the preparation of compliance policy
M&A
– Various business acquisitions acting on behalf of listed and unlisted companies
– Sales of shares of unlisted family companies to other companies in the same business
– Advice on formation and operation of joint ventures with other companies in the same business
– Advice on formation and operation of joint ventures with Chinese companies in China

Succession of Management Rights of Unlisted Companies
– Acting on behalf of management of unlisted companies in making a demand for sales of shares by inheritors
– Acting on behalf of shareholders of unlisted companies in the exercise of various shareholders’ rights to companies (requests for convocation of extraordinary shareholders meetings, request to inspect and copy shareholder registry and accounting books, request for delivery of a copy of financial statements, etc.), shareholder proposals and proxy solicitations
– Sales of shares of unlisted companies to business companies and funds
– Formation of civil trust agreement

Risk Management/Crisis Management
– Support in handling various issues in the cases of violation of laws or regulations by companies (including support in internal investigations and criminal cases)
– Support in handling various issues in the cases of illegal acts conducted by accounting managers (including internal investigations and criminal complaints)
– Support in handling various issues in the cases of misconduct by employees of general incorporated associations (including internal investigations)
– Support in handling various issues in the cases of leakage of confidential information (including internal investigations)

Litigation/Arbitration
– Acting on behalf of the company in the case of exercise of appraisal rights of shares in Intelligence, Ltd. (Tokyo High Court judgment on October 19, 2010)
* This was the first case in Japan in which regression analysis was used to determine the fair price of a stock
– Acting on behalf of companies in litigation relating to shareholders’ meetings (revocation of resolution of shareholders’ meeting and confirmation of absence of resolution of shareholders’ meeting)
– Acting on behalf of companies in relation to provisional dispositions relating to shareholders’ meeting (provisional disposition prohibiting exercise of voting rights and provisional disposition prohibiting the holding of general meetings)
– Acting on behalf of companies in relation to provisional dispositions prohibiting propaganda activities of right-wing groups conducted on the street
– Acting on behalf of shareholders in the case of actions seeking dismissal of directors, provisional dispositions to suspend execution of duties by directors, and petitions for permission to hold shareholders meetings
– Acting on behalf of shareholders in the case of petition for preservation of evidence including business reports, financial statements and detailed statements, accounting books, minutes of shareholders’ meetings and minutes of board of directors

Intellectual Property
– Support in handling various issues in the cases of defamation conducted on the Internet (including support in requesting providers to disclose sender information)
– Advice on the preparation of website privacy policy
– Support in handling various issues in the cases of trademark infringement

Sports/Entertainment
– Various advice to sports/professional sports governing organizations
– Advice on sports business, including event organizing contracts for sports events, sponsorship contracts, player contracts and commercial advertising contracts
– Advice on entertainment business, including performance contracts and contract to appear on TV, concert and various other events
– Advice on character goods business, including manufacturing contracts and license agreements for character goods
– Advice on formation and operation of joint venture formed by companies related to music and movies and M&A transactions involving such companies
– Committee member of a doping control committee at a professional sports governing organization (since 2010)

Publications, etc.

“Doping violation and corporate legal affairs – taking the opportunity of the Sharapova case –” (May 2016 issue of the monthly magazine “The Lawyers” (ILS Publications Inc.))
“Q&A: What to Do then? ‘We Want to Restructure Business Company for Management Efficiency'” (August 2005 issue of “Business Law” magazine (CHUOKEIZAI-SHA, INC.))

Seminars

“Case Study #1: Case of dispute at business succession – in reference to actual dispute cases” (Japan Corporate Governance Network, September 21, 2017)
“Business Succession Taxation Scheme; and Evaluation of Unlisted Shares as Premise Knowledge Thereof” (Japan Corporate Governance Network, April 20, 2017)
“Importance of advance preparations for business succession – in reference to actual dispute cases” (Japan Corporate Governance Network, October 20, 2016)

“Trust in business successions and its actual utilization” (Japan Corporate Governance Network, September 17, 2015)

JAPANESE SITE