Sanno Park Tower 12F (Reception) and 14F,
11-1, Nagatacho 2-chome, Chiyoda-ku,
Tokyo 100-6114, Japan

Tokyo Metro Ginza Line: G06 Tameike-sanno Station, Exit 7 (directly accessible through the second basement)

Tokyo Metro Nanboku Line: N06 Tameike-sanno Station, Exit 7 (directly accessible through the second basement)

Tokyo Metro Chiyoda Line: C07 Kokkai-gijido-mae Station, Exit 5 (3 minutes’ walk)

Tokyo Metro Marunouchi Line: M14 Kokkai-gijido-mae Station, Exit 5 (10 minutes’ walk through Chiyoda Line platform)

Partner

Motohiro Kuroki

Motohiro Kuroki

TEL +81-3-5511-3216 / FAX +81-3-5511-3258

Languages
Japanese、English
Bar Association /
Qualification
Japan (1999)

Background

1995
Waseda University (LL.B.)
1999
Admitted in Japan (Dai-ni Tokyo Bar Association)
Ushijima & Partners
2007
Partner, Ushijima & Partners
2012
Member of the Compliance Committee of Prologis REIT Management K.K.
2014
Judicial Officer of Japan Rugby Football Union
2022
Director of SRE Asset Management K.K.

Awards

Selected in the Corporate Governance and Compliance Practice and the Real Estate Law practice area in The Best Lawyers™ in Japan 2022 (April 2021)
Selected in the Corporate Governance & Compliance practice area and the Real Estate practice area, in The Best Lawyers™ in Japan 2020 (April 2019)
Worked on significant matters listed in the Dispute resolution practice area, and referred to as “a name to note” in the Real estate and construction practice area in Legal 500 Asia Pacific 2019 (January 2019)
Introduced as “recommended for real estate litigation” in the Dispute resolution practice area, and as “recommended” in the Real estate and construction practice area, in Legal 500 Asia Pacific 2018 (November 2017)
Recommended individual in the real estate sector in the Legal 500 Asia Pacific 2015 (November 2014)
Recommended individual in the real estate sector in the Legal 500 Asia Pacific 2014 (November 2013)

Major Practice Area

Corporate

Advice on various issues to domestic and foreign corporate clients, including financial institutions, real estate companies, manufacturers and service providers
Advice on store operation to domestic and foreign retailers (including regulations, customer responses, and pricing indication)
Advice on agency, dealership and franchise business (including termination of agency, dealership and franchise agreements, litigation between franchisors and franchisees, provisional dispositions for claims for the surrender of stores)
Guidance on the management of shareholders’ meetings
Advice on the Unfair Competition Prevention Act and trade secrets
Share transfers, business transfers or other mergers and acquisitions
Advice on insolvency or possible insolvency of client’s customer

Litigation / Arbitration

Disputes and litigation regarding the management/control/ownership of a company (including attending board of directors’ meetings, representing clients in litigations and provisional disposition proceedings arguing positions at the board or claiming for the inspection of shareholders lists or accounting records, representing clients in shareholder derivative suits
Various litigation representing domestic and foreign corporate clients (including litigation relating to corporate transactions, and bankruptcy-related cases)
Litigation concerning real estate transactions (including litigation concerning claim for increase or decrease of rent, surrender of property, restoration, request for permission of leasehold transfer and real estate finance)
Litigation between franchiser and franchisee (including provisional disposition claiming for surrender of stores)

Startup Business Support

Advice on operation, management and capitalization strategy
Advice on startup finance
Advice on shareholder agreements, joint venture agreements, and investment agreements
Advice on stock options

Real Estate

Advice on various matters concerning large-scale real estate development
Advice on various matters concerning building leases and land leases (including subleases)
Advice on various matters involved in the leasing of premises for opening stores in shopping malls and free standing stores
Advice on early termination of leases
Advice on cancellation of negotiations on opening stores
Advice on real estate brokerage
Advice on Real Estate Specified Joint Enterprise Act

Finance / Securitization

Real estate finance (including real estate securitization)
Litigations concerning real estate finance

Compliance / Corporate Governance

Advice on corporate governance and compliance
Advice on corporations’ internal control systems
Outside member of compliance committee of an asset management company for listed REITs and member of compliance committee of investment management business operators/specified joint real estate enterprises
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Publications

“Practical measures for the Amended Real Estate Specified Joint Enterprise Act – in Real Estate Securitization Business” (under joint authorship, Taisei Publishing Co., Ltd., 2014)

Articles, etc.

“Issues Concerning Request for Business Suspension and Lease Agreements for Commercial Establishments/Office Buildings, etc. in Relation to COVID-19 (Part II)” (BUSINESS LAWYERS, April 30, 2020)
“Issues Concerning Request for Business Suspension and Lease Agreements for Commercial Establishments/Office Buildings, etc. in Relation to COVID-19 (Part I)” (BUSINESS LAWYERS, April 24, 2020)
“Series – Considerations for the lease of real property at a shopping center, No. 4: Legal Liability in Case of Cancellation of Store Opening Negotiation” (“BUSINESS LAWYERS,” November 2017)
“Series – Considerations for the lease of real property at a shopping center, No. 3: Matters that a lessor should note when signing a lease” (“BUSINESS LAWYERS,” February 2017)
“Series – Considerations for the lease of real property at a shopping center, No. 2: Matters that a tenant should note when signing a lease” (“BUSINESS LAWYERS,” September 2016)
“Series – Considerations for the lease of real property at a shopping center” (“BUSINESS LAWYERS,” July 2016)
“Preparation of Internal Control System that Would Make Compliance Fully Functional” (January 2012 issue of the monthly magazine “The Lawyers“)
“Schedule of the Companies Act” (June 2006 issue of “Business Homu” magazine (CHUOKEIZAI-SHA, INC.))
“Key Points in Operating the Board after Enforcement of the Companies Act” (May 2006 issue of “Business Law” magazine (CHUOKEIZAI-SHA, INC.))

Lectures Given

“Practical points for outside directors to note in relation to minutes of board meetings” (Japan Corporate Governance Network, May 23, 2013)
“Latest Trend of Third Party Allocation: New Rule of Fund Raising: Through Implementation of Statutory Disclosure” (Financial Management Forums, Inc., September 24, 2009)
“Problems with Cutting-Edge Fund Raising by Issuance of Share Options and Class Shares and Countermeasures against Them – Points to Note in Designing and Using such Fund Raising Based on Recent Trends of Judicial -Precedents” (Financial Management Forums, Inc., May 29, 2007)