Practice Areas

Mergers and Acquisitions

M&A is an important option for a company’s growth and management strategies. While the objectives and transaction structure of M&A vary for each transaction, there are a number of important issues that require careful consideration and appropriate action by each party to the transaction, including decisions on whether or not to proceed with the transaction, reflection of terms and conditions in relevant contracts, appropriate actions to ensure consummation of the transaction, ancillary transactions to raise necessary funds, smooth post-merger integration and actions to be taken in the event of an unforeseen event.
Gaien Partners offers high-quality legal services in an efficient manner, based on our expertise from years of experience and, where necessary, utilizing our network of other professionals.

  • Advice and support for consideration of transaction structure, documentation and negotiation of related contracts for M&A matters, related procedures for consummation of the transaction.
  • Legal due diligence.
  • Services related to a special committee on M&A matters (providing advice to a special committee or serving as a member of the committee.)
  • Advice and support for M&A finance, including LBO finance and mezzanine finance.

Corporate Governance

Since the enactment of the Corporate Governance Code and the Stewardship Code, the corporate governance of Japanese corporations has changed significantly and continues to change.
Corporate management is under greater pressure to build sound corporate governance due to a variety of factors, such as changes in shareholder structure, increased pressure from activists, increased hostile acquisitions, and a market perspective that puts ever greater emphasis on economic rationale.
Gaien Partners is fully aware of these developments and provides services for the development of governance mechanisms that contribute to the enhancement of corporate value, with a sound understanding of the circumstances of each client.

  • Advice and support for the establishment of governance structures.
  • Advice and support for the design of remuneration systems.
  • Advice and support for investor relations.
  • The defense of hostile acquisition.
  • Advice and support for corporate and commercial disputes including shareholder derivative lawsuits.

Dispute Resolution

In an increasingly complex and globalized society, disputes arising from corporate activities are becoming increasingly complicated and diverse, and the path to resolving them is becoming difficult to foresee.
Each member of Gaien Partners has years of experience achieving positive results for clients in a variety of dispute resolution forums, including domestic and multi-national lawsuits and arbitrations and including final judgments/awards and settlements. Gaien Partners provides our clients with practical solutions and professional support essential for dispute resolution.

  • Support for corporate and commercial disputes, cross-border disputes.
  • Support for international arbitration and alternative dispute resolution (as counsel or arbitrator).
  • Support for Japanese Companies in foreign jurisdictions.
  • Support for recognition and enforcement of foreign judgments and foreign arbitral awards in Japan.
  • Advice on Japanese law in foreign courts and arbitral tribunals (including the role of Japanese law experts).
  • Support for criminal complaint against white-collar crimes.

Crisis Management

The range of crises that threaten businesses is widening.
It is essential for companies to strengthen their internal controls for possible crises situations, such as creating risk maps, monitoring operations and ensuring the effectiveness of feedback.
Once a crisis arises, the response must be swift, effective and appropriate. The introduction of a plea-bargaining system in Japan will change the manner of crisis management in general, just as the introduction of leniency system has significantly changed crisis management in the area of competition laws.
Gaien Partners offers business-oriented legal services to help our clients prevent or minimize damage to corporate value in a crisis management situations.

  • Advice and support for the establishment of an internal control system.
  • Advice and support for crisis management including formulation of an overall strategy for crisis situations and preservation of documents and data.
  • Services related to a third-party committee (providing support for a third-party committee or serving as a member of the committee).
  • Providing lectures/training on internal controls and crisis management.

Labor Law

The legal environment around labor relations is changing dynamically in Japan. Major revisions to labor-related laws were made in 2019. These revisions reflect a government policy to reform the manner of work in Japan, encouraging corporate management to make labor policies an important corporate strategy. In addition, the number of labor-related disputes has been increasing, raising new and difficult issues.
Based on our extensive experience in resolving a wide range of legal issues related to personnel and labor affairs, as well as a good understanding of the current trends in court decisions, Gaien Partners focuses on providing clients with practical solutions.

  • Advice and support for the establishment and modification of internal labor-related rules and systems.
  • Advice and support for the resolution of individual labor disputes such as mental health, harassment, and termination.
  • Advice and support for the resolution of collective labor-management disputes, such as the handling of collective bargaining.
  • Advice and support for investigations by the Labor Standards Inspection Office.


Technical innovation and globalization have brought continuous changes and reforms in the regulatory area – not only changes in laws and regulations but also the introduction of soft laws. Companies are required to operate in this changing regulatory environment.
Gaien Partners stays well aware of the latest laws and regulations and regulatory approach of Japanese authorities and can provide timely and practical advice to enable clients to respond to the changing in regulatory landscape.

  • Advice and support on competition laws and related areas.
  • Advice and support on securities laws (including insider trade regulations)
  • Advice and support on consumer related laws and regulations (including data protection).
  • Advice and support on other regulations including those related to insurance, banking, construction and telecommunications.


We provide advice and support when a company faces a financial crisis – advising both creditors and debtors on financial and organizational strategies to improve financial conditions and secure the ability to remain a going concern. When appropriate, we use our network of professionals to organize an appropriate team for implementation of the strategy.

  • Support for the development of financial and organizational strategies in a particular situation.
  • Advice and support regarding restructuring and business revitalization projects including those involving M&A and organizational restructuring
  • Support for negotiations with creditors, implementation of various procedures, etc.


It is important for the success of start-up companies to have good access to legal professionals from an early stage. It is not rare to see an IPO having to be postponed due to legal issues that should have been handled at the initial design stage of a new business. Gaien Partners offers continuous support to start-up companies, taking the mind-set of “thinking and growing together with our clients.” We also advise venture capitals and other fund providers for venture businesses.

  • Advice and support for preparation of internal rules.
  • Advice and support for investment agreements or other matters related to fund raising.
  • Advice and support for formulation of incentive plans for executives and employees.
  • Feasibility studies of new businesses from a legal perspective.
  • Matters related to venture investments.

General Corporate

In the course of corporate activities, companies are required to handle a variety of legal matters with efficiency and precision — for example, reviewing contracts (for sale and purchase, system development, licenses, leases, etc.), responding to claims from various parties (customers, suppliers, employees, etc.), and assessing legal risks surrounding new business opportunities. Gaien Partners deals with a wide range of legal issues to support our clients with their day-to-day legal issues.

  • Advice and support for contract review.
  • Advice and support for handling claims.
  • Advice and support for debt collection.
  • Advice and support for development of new business.