July 8th “Director Boot Camp” Course Held by Video Conference! Next Course: September 3rd, 2020!

On July 3rd, in the midst of the Corona virus pandemic, BDTI held its English Director Boot Camp via a teleconference arrangement. The day-long intensive course was attended by 12 highly-experienced participants, including one Chief Digital Officer, one Consultant, one Managing Director and senior executives. The participants heard lectures about corporate governance by Nicholas Benes, and Andrew Silberman of AMT, and exchanged experiences and opinions. Despite the IT challenges everything went smoothly, with breaks for everyone to stretch their legs or review materials in more depth.

We are planning to hold the next course on Thursday, September 3, 2020. Sign up early! Please see a description of our director training course here or click the button below for further information.

Amendments to Japan’s Foreign Direct Investment Law—Heightened Review of Inbound Investments

(Summary by Stephen Bohrer of Nishimura & Asahi)

“From June 7, 2020, overseas investors may no longer be able to purchase shares of certain Japanese companies. The Japanese government passed amendments to its foreign direct investment laws that lower the government approval threshold from 10% to a mere 1% for share acquisitions of publicly traded companies that engage in a broad range of business activities deemed critical to national security, public safety, public infrastructure, or Japan’s economy (the “FDI Amendments”). The Japanese government claimed that its foreign direct investment laws required a major overhaul because it lacked legislation to effectively screen foreign direct investment to the same recent extent as other developed countries. In particular, Japan’s Ministry of Finance noted the 2018 passage of the Foreign Investment Risk Review Modernization Act in the United States and European Union regulations adopted in 2019 establishing a framework for monitoring foreign direct investments as examples of how Japan’s foreign direct investment regime lagged behind international standards. As a result, practically every share acquisition by an overseas investor of a publicly traded company now deemed critical to Japan will require government approval, unless an exemption applies.

This edition of the Corporate Counselor outlines the broad reach of the FDI Amendments and the exemptions that curtail its application, and then proceeds to highlight issues that prospective overseas investors should consider through a question and answer format. Given the complexity of the FDI Amendments, decision tree diagrams are included in annexes to provide a visual flow of how the FDI Amendments apply to a transaction.

April 20th “Director Boot Camp” Course Held by Video Conference! Next Course: July 8th, 2020!

On April 20th, in the midst of the Corona virus pandemic, BDTI held its English Director Boot Camp via a teleconference arrangement. The day-long intensive course was attended by 10 highly-experienced participants, including two Ambassadors, one General Counsel, and senior executives. The participants heard lectures about corporate governance by Nicholas Benes, and Andrew Silberman of AMT, and exchanged experiences and opinions. Despite the IT challenges everything went smoothly, with breaks for everyone to stretch their legs or review materials in more depth.

We are planning to hold the next course on Wednesday, July 8, 2020. Sign up early! Please see a description of our director training course here or click the button below for further information.

Japan’s FSA is Planning to Postpone the Deadline for Submission Annual Report for March-end (Accounting Term) Companies Until the End of September.

According to the FSA on the 10th, the Financial Services Agency will postpone the deadline for submitting annual reports for the companies closing in March for three months, until the end of September, considering the effects of the new corona virus. The coucil composed of the Japan Institute of Certified Public Accountants, Tokyo Stock Exchange and Keidanren announced on the same day. It is expected to be officially decided next week. Financial Services Agency has begun to consider postponing the deadline for submitting annual reports required for listed companies, including the reporting of companies as of end of March and quarterly reports of companies as of end of December last year.

The New Whistle-blower Protection Bill, from the Perspective of the Olympus Case

The current Whistleblower Protection Act was enacted in 2004 and was enforced in 2006. It was said that the scandals of the recall cover-up by Mitsubishi Motors and the disguised beef origin by Snow Brand Foods brought the new Act. However, from the beginning, it was criticized that the range of target facts was too narrow, prevention measures for retaliation were not effective, etc. Based on the supplementary resolutions of the Diet and the supplementary provisions of the Act, the Consumer Commission Whistleblower Protection Special Research Committee was established, and discussions were underway for revision. However, the speed was very slow. The Committee finally issued the report in December 2018. Public comments were solicited for the new appendix table to the Act regarding the target laws. The amendment bill was approved by the Cabinet on March 9, 2020. It is now planned to submit to the National Assembly.

BDTI Announcement: Telework and e-Learning

To All of BDTI’s Supporters and Participants

Thank you for your support of our many programs and activities at BDTI. As you know, many organizations are switching to telework, and so we think now is a good time for companies to use the transition to telework as an opportunity to train managers in low-cost ways–for example by purchasing our “unlimited-use” e-Learning. ( https://bdti.or.jp/en/e-learning/ ) For a low price of 300,000 yen, the “unlimited use” e-Learning package enables all employees (any number!) at a company or its subsidiaries to learn the most important aspects of the Companies Law, Securities Law, and Corporate Governance (general module, and practice module). This is a total of almost 10 hours of instruction which can be done at one’s own pace at home, and–if we say so ourselves–is very good value for money.    

Starting tomorrow, we will be leading by example as we move to a telework arrangement for all of our employees. Someone (myself) will remain in the office during most regular working hours to answer the phone and all employees will be able to respond to your e-mail communication in a normal manner. As we transition to this new working arrangement, we do ask for your patience and understanding and apologize in advance for any inconvenience.

Additionally, you may look forward to several webinars and online training opportunities over Zoom which we will announce as plans are finalized.

Professor Hideaki Miyajima: Activist Shareholders and Companies: Improving the Effectiveness of Management Reform

“…the probability of the success of activism (as described above) accompanied by official requests for activity has not yet reached that of Europe and the United States but has risen to 40%. In addition, the cumulative abnormal return (CAR) when such requests are accepted is about 6%, the same as in the United States and Europe….

Finally, let us consider the keys to improving corporate governance in Japan in the future…..

Allow Japanese Citizens to Sponsor Foreign Domestic Workers

Prime Minister Abe’s requests to close schools nationwide, tele-work from home, and cancel sports events and public gatherings, have caused a great deal of strain on working mothers. More than ever before, now is the time when the Government of Japan (the GOJ) should be accelerating its stated policy to allow Japanese households to sponsor Foreign Domestic Workers (FDWs).

Women are being encouraged by the government to enter the labor force, with the expectation that they will become executives and join Boards of Directors. If the government expects to reach its own goal for women to constitute 10 percent all corporate directors during this year (2020), it will need to rapidly increase the range of “options” that women have for childcare and elderly care.