Startup Legal
Early-stage legal operations, terms, intellectual property, employment, and legal readiness around Series A.
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A curated selection of articles to read first from LegalAgent AI Legal Lab.
Share Buyback Procedures and Distribution Limits: Purchasing Shares from a Departing Shareholder
A practical guide to shareholder approvals, additional-seller requests, distributable funds, deemed dividends, and the voting and treasury-share consequences of buying shares from a departing shareholder.
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Amending Articles of Incorporation in Japan: Procedures, Registration and Key Provisions
A practical guide to shareholder approval, business purposes, public notices, authorized shares, governance and officer terms, including registration and version control.
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Liability Limitation, Indemnification and D&O Insurance: Preparations Before Appointing Outside Officers
The scope, coverage and approval procedures for liability limitation agreements, corporate indemnification and D&O insurance under Japan's Companies Act, with practical preparations before appointing outside officers.
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Flipping to a U.S. Holding Company: Delaware Incorporation, Shareholders and Contracts
A practical guide to a Japanese startup’s flip to a U.S. holding company, covering transaction structure, shareholder and option rights, tax, foreign exchange rules and continuing operations.
Read articleStartup Legal articles
Early-stage legal operations, terms, intellectual property, employment, and legal readiness around Series A.
Share Buyback Procedures and Distribution Limits: Purchasing Shares from a Departing Shareholder
A practical guide to shareholder approvals, additional-seller requests, distributable funds, deemed dividends, and the voting and treasury-share consequences of buying shares from a departing shareholder.
Read articleAmending Articles of Incorporation in Japan: Procedures, Registration and Key Provisions
A practical guide to shareholder approval, business purposes, public notices, authorized shares, governance and officer terms, including registration and version control.
Read articleLiability Limitation, Indemnification and D&O Insurance: Preparations Before Appointing Outside Officers
The scope, coverage and approval procedures for liability limitation agreements, corporate indemnification and D&O insurance under Japan's Companies Act, with practical preparations before appointing outside officers.
Read articleFlipping to a U.S. Holding Company: Delaware Incorporation, Shareholders and Contracts
A practical guide to a Japanese startup’s flip to a U.S. holding company, covering transaction structure, shareholder and option rights, tax, foreign exchange rules and continuing operations.
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How a Company Should Respond to a Request for Collective Bargaining: Community Unions, the Duty to Bargain in Good Faith and Collective Agreements
For a company that has received a request letter for collective bargaining from a community union or another union, this article explains what to check by the response deadline, how to prepare the written response and the minutes in light of the duty to bargain in good faith under Article 7, Item 2 of the Labor Union Act, the requirements for turning an agreement into a collective agreement, and the Labor Relations Commission procedures.
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How to Create Employee Invention Rules: Ownership of Rights and Determining the "Reasonable Benefit"
Advance provisions for vesting employee inventions in the company, and the "reasonable benefit" given to inventors. Based on Article 35 of the Patent Act and the Japan Patent Office guidelines, this article explains consultation, disclosure and hearing of opinions, and the handling of existing inventions and departed employees.
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When to File a Trademark Application: Pre-Launch Searches and Choosing Designated Goods and Services
This column explains trademark searches to conduct before deciding on a service name, the first-to-file principle and the right of prior use, and how to choose designated goods and services. In light of the difference between filing and registration, it describes how to proceed from launch preparations through renewal management.
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Marital Expenses and Executive Compensation: How a Business Owner's Income Is Determined and Pay Cuts After Separation
Marital expenses during separation are determined by both spouses' annual incomes. This article explains reductions in a business owner's executive compensation, the treatment of dividends and private expenses borne by the company, the tax constraints on fixed periodic remuneration, and cases exceeding the ceiling of the calculation table.
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Divorce of a Business Owner and Division of Company Shares: Determining Separate Property and Dividing Assets Without Handing Over Shares
When are a business owner's company shares subject to division of property on divorce? This article explains the determination of separate property, settlement by payment, approval procedures for shares with transfer restrictions, capital gains taxation on division of property, and marital property agreements.
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Do Your Company's Points or Coins Fall Under the Payment Services Act? What to Decide Before Designing Them
This column examines the conditions under which your company's points or coins constitute prepaid payment instruments, looking at the distinction between paid and free issuance, validity periods, places of use, unused balances, and the design of refunds and transfers.
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What Is an SPA (Share Purchase Agreement)? The Structure of the Definitive M&A Agreement and an Overview of Its Key Provisions
An SPA (share purchase agreement) is the definitive agreement in an M&A transaction. This column explains how conditions precedent, representations and warranties, covenants, indemnification and termination work together, how they connect with transfer approval and updating the shareholder register under the Companies Act and with Antimonopoly Act filings, and the order in which a buyer should read the draft.
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How to Build an Anti-Social Forces Screening System: Practical Steps for Companies That Have the Clause but No Process
Even with an anti-social forces exclusion clause, a company is not regarded as having a system without a checking procedure and records. This article covers who to check, when and how, decisions when suspicion arises, and how to build a register that can be shown in an IPO review.
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Running an Internal Whistleblowing Hotline: The 300-Employee Threshold and How to Fix a "Hotline That Doesn't Work"
An internal whistleblowing hotline that receives zero reports a year may simply not be in use. From the 300-employee threshold and personnel's duty of confidentiality, to designing the entrance and exit of the hotline, to the scope of rules and pledges to review under the amended Act taking effect in December 2026.
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Abuse of a Superior Bargaining Position: An Antimonopoly Act Framework SMEs Can Use in Dealings With Large Companies
When presented with unfavorable terms in a transaction or business alliance with a large company, not a few business owners give up, thinking, "The other side is a large company, so we have no choice but to accept these terms." However, conduct in which a party with a superior position in the transaction uses that position to impose unjust disadvantages may, under the Antimonopoly Act...
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How a Company Should Respond to a Labor Tribunal Petition: Preparing the Written Answer and the First Hearing
When a labor tribunal summons arrives, work backward from the deadline for the written answer and the first hearing. This article covers everything from checking the petitioner's claims against the evidence to deciding on a proposed settlement and objecting to a tribunal decision.
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Responding to Labour Standards Inspection Office Investigations: Inspections, Correction Recommendations and Reports in Practice
In a Labour Standards Inspection Office investigation, the question is whether the books match how people actually work. Based on the inspection authority and the difference between correction recommendations and guidance notices, this article considers how to describe the improvements made in the report.
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Non-Renewal of Fixed-Term Contract Employees: Renewal Counts and Conversion to Indefinite-Term Employment in Practice
Even if you set a renewal cap and give notice 30 days in advance, non-renewal is not necessarily valid as a matter of course. Separate the reasonable expectation of renewal from the right to apply for conversion to indefinite-term employment, and consider whether the contract can be ended in light of its history.
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Types of Disciplinary Action and How to Choose: Criteria for Pay Reduction, Suspension and Disciplinary Dismissal
The mere fact that misconduct occurred does not mean any disciplinary action can be chosen. Weigh the basis in the work rules against the severity of the action, and check the cap on pay reductions, dismissal notice and retirement allowance one by one.
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Leave of Absence and Return to Work for Mental Health Conditions: Aggregation Rules and Points to Note in Return-to-Work Decisions
When an employee goes back on leave shortly after returning to work, how the leave period is counted depends on the rules and agreements in place. This article considers matching medical certificates against assigned duties, wages during trial attendance, and termination of the contract when the leave period expires.
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Legal Issues in Vertical Short Dramas: Performer Agreements, Secondary Use and Overseas Distribution
For vertical short dramas, you need to confirm the licenses not only for distributing the main episodes but also for clips used in social media ads, AI dubbing and overseas expansion. Taking into account the rights in the original work, music and performers and the rules on production outsourcing, decide the scope of use and consideration before shooting.
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The Legality of Prediction Markets: Polymarket, Kalshi, the Crime of Gambling and Financial Regulation
Even if prediction markets that trade on elections or interest rates are treated as financial instruments in the United States, in Japan the analysis cannot avoid first examining the crime of gambling under the Penal Code. Legality turns on what participants put in and what they lose when they are wrong.
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How Startups Should Choose Outside Counsel: Comparison Points for Incorporation, Fundraising and IPO Preparation
If you start looking for an attorney only after a term sheet arrives, you end up reviewing past share issuances and minutes at the same time. This article explains how to compare outside counsel suited to your company's stage of growth using common criteria: scope of support, staffing, deliverables and fees.
Read articleRepresentative Attorney Asato's profile is listed on STARTUP DB (Japanese)
STARTUP DB's executive profiles include Representative Attorney Asato's background, the founding of Legal Agent, and his work in corporate legal practice. We confirmed the listing as of August 29, 2026.
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English-Language Contracts for Overseas Expansion: Choosing the Governing Law and Seat of Arbitration, and Provisions Your Team Can Operate
In overseas transactions, dispute resolution provisions are examined in light of where the counterparty's assets are located. We explain the scope of application of the CISG and trade terms, local regulations on matters such as sales territories, and how to manage notice and renewal deadlines internally.
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Are Oripa Illegal? Legal Regulation of Online Original Card Packs: Gambling, the Premiums and Representations Act and the Payment Services Act
The legal assessment of online oripa depends not only on the value of the cards but also on how the lottery, buyback and point-exchange mechanisms work. In addition to the crimes of gambling and lotteries, the Premiums and Representations Act, the Payment Services Act and contracts with minors also need to be examined against the actual design.
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Labor Data Management and Substantiating Metrics to Support Human Capital Disclosure at Startups
Explaining human capital requires a calculation method and day-to-day labor records to back it up. In light of the expanded publication obligations in 2026, this article examines the difference between statutory disclosure and voluntary communication, consistency with recruitment branding and the management of personal information.
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Carbon Credits and GX Initiatives: Regulation of Environmental Claims and Points to Check in Purchase Agreements
Purchasing credits, reducing emissions, and canceling credits are different procedures. This column explains how to clarify the scope and basis of environmental claims, and how to provide in the contract for transfer on the registry, prevention of double use, and delivery of certificates.
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Investment Crowdfunding and the Financial Instruments and Exchange Act: How It Differs From Purchase-Based Crowdfunding and How to Conduct an Offering
Purchase-based and investment-based crowdfunding differ in the rights supporters acquire and the regulations that apply. This column explains the preparations that remain with the issuer even when using a registered operator, and how issuing shares affects future fundraising.
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Reviewing Joint Venture (JV) Agreements: Designing Ownership Ratios and Exit Provisions
If opinions split in a 50:50 joint venture, by what procedure do decisions move forward? This article reviews the procedures under the Companies Act and the arrangements in a joint venture agreement, including how to handle a party that does not make an additional capital contribution and the terms for buying and selling shares.
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Drone Businesses: Aircraft Registration, Permission for Specified Flights and Personal Information in Aerial Photography
In the drone business, check aircraft registration and flight permission together with actual flight operations management. This article explains the exceptions to Remote ID, the requirements for Level 4 flights and the rights involved in filming that cannot be dealt with through a contract with the customer alone.
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Responding to Defamatory and Rights-Infringing Posts: Removal Requests and Disclosure of Sender Information
Removing a post and identifying the poster differ in both purpose and requirements. We examine preserving evidence and logs, explaining the rights infringement and distinguishing legitimate criticism, from the perspectives of both the company suffering harm and the platform operator.
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The First Hour of a Social Media Firestorm: Fact-Checking and the Chain of Command
When criticism spreads on social media, separate confirmed facts from unconfirmed matters and secure records and a decision-maker. This article explains the initial response of deletion, correction and announcement, including parallel action when safety must come first.
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Job Media and Scouting Services: The Boundary with Employment Placement and Personal Information
Depending on its features, a job site can go beyond providing information and constitute employment placement. Check whether the operator screens candidates or job offers and whether it intervenes in the content of communications, and also consider notification requirements and the handling of personal information.
Read articleLegal Issues Examined in the IPO Listing Review: Related Party Transactions, Permits and Licenses, and Anti-Social Forces
In the listing review, not only the result of unwinding inappropriate transactions but also the course of events from discovery to correction is examined. This column explains the TSE Growth Market review criteria and the materials required for related party transactions, permits and licenses, and anti-social forces.
Read articleThe Legal Schedule for IPO Preparation: N-3, N-2, N-1 and the Audit Certification
How many years in advance should IPO preparation begin? Based on the audit certification for the two most recent periods and the standard review period of the TSE Growth Market, this column considers the order in which to check minutes, the history of shares, and labor and intellectual property issues.
Read articleHow to Draft Side-Job and Remote Work Rules: Working Hours Management and When Restrictions Are Permitted
Side jobs and telework do not work just by putting a clause in the work rules. What matters is designing the practical operating rules first, such as aggregation of working hours, cost sharing and management of the place of work.
Read articleStartup Work Rules and Fixed Overtime Pay: The Duty to Prepare Work Rules and Case Law Principles
The duty to prepare work rules is determined by the number of people at each workplace. For fixed overtime pay, confirm the distinction from ordinary wages and that it is in substance consideration for overtime, settle any shortfall, and manage working hours. This column explains how to review everything from the job posting to the pay slip.
Read articleEmployee Invention Rules and OSS Management: How the Requirements of Article 35 of the Patent Act and Article 15 of the Copyright Act Differ
The requirements for rights to vest in the company differ between Article 35 of the Patent Act and Article 15 of the Copyright Act. We connect the invention disclosure and reasonable benefits process, acquisition of rights from contractors, and operation of an OSS register to records that can be explained in legal due diligence.
Read articleTrademark and IP Strategy for Startups: Clearance Before Choosing a Name and Choosing the Right Protection
Registering your company name and acquiring a domain does not mean you have secured trademark rights. Starting with clearance before announcing a name, this article considers how to choose between patent filings and confidentiality management, and how to prepare IP documentation for fundraising.
Read articleTrust-Type vs. Paid Stock Options: Taxation and Issuance Procedures
Trust-type refers to the method of delivery and paid to the method of payment, and the two can overlap. This article explains the points to note when checking salary taxation at exercise and the tax-qualification requirements, and when designing fair value valuation, issuance and accounting treatment.
Read articleChoosing Between Bridge Financing and Venture Debt: Contract Points to Check
When considering a bridge as interim funding until the next round, it is important to identify the source of repayment before choosing between additional equity and a loan, and to sort out the constraints under existing contracts and the terms of the covenants.
Read articleConvertible Notes vs. J-KISS: Repayment Obligations, Maturity and Conversion Terms
A loan-type convertible note and a J-KISS, which uses share options, differ in their terms for repayment and conversion into shares. We review the contract and capital policy with two scenarios in mind: the next financing is delayed, or an acquisition is agreed.
Read articleStartup Articles of Incorporation and Corporate Governance Structure: Provisions to Revisit When Raising Capital and How They Divide Roles with the Shareholders' Agreement
At companies still run only by a shareholders' meeting and directors under the articles adopted at incorporation, mismatches with the corporate bodies that an investment agreement requires tend to arise when raising capital. This article explains how to compare the provisions of the articles with the company's actual decision-making structure and revise them.
Read articleCo-Founder Equity Splits and Vesting: Designing Them Together with Buyback Terms on Departure
When a co-founder leaves, who buys their shares, how many and at what price? Decide the vesting terms together with the equity split, and check the company's acquisition procedures and the tax consequences of low-price transfers.
Read articleComparing Startup Legal Support: Ways to Engage Counsel and LegalAgent's Scope of Support
Once financings and hiring overlap and a company enters the stage of managing multiple deadlines in parallel, it needs to consider how to combine per-matter engagements, a retainer, legal outsourcing and in-house hiring.
Read articleConflict-of-Interest Transactions Between Group Companies: Approval Procedures and Minutes in Practice
In transactions between group companies, confirm whether each company is engaging in a conflict-of-interest transaction. This column explains how the approving body differs depending on whether there is a board of directors, the exclusion of directors with a special interest from the vote, and the preparation of records and post-transaction reporting.
Read articleHow to Determine Officer Compensation and the Procedures Under the Companies Act
Determining directors' compensation requires confirming the authority based on the articles of incorporation or a shareholders' meeting resolution. This column explains, step by step, aggregate caps and individual allocation, share-based compensation, consent to reductions, the basis for past payments and tax treatment.
Read articleWhen Does a Director's Term Expire? Practice for Reappointment Registration, Resignation, and Removal
A director's term ends at the shareholders' meeting identified from the appointment date and the end of the business year. This article explains the registration deadlines for reappointment, resignation and removal, the rights and obligations that continue when there is a vacancy, and possible damages for removal.
Read articleHow to Prepare Minutes of Shareholders' Meetings and Board Meetings: Statutory Items and What Is Examined in Registration and Due Diligence
Shareholders' meetings and board meetings differ in the items to be stated in the minutes, the signature and seal requirements, and the conditions for retention and inspection. This article explains the additional requirements when minutes are attached to a registration filing and the steps to take when defects are found in past records.
Read articleYour First Annual Shareholders' Meeting: How Is the Timing Determined?
The schedule for an annual shareholders' meeting is set after checking the record date in the articles of incorporation and the deadline for sending the convocation notice. This article explains the handling of financial statements and the business report, officers' terms, the requirements for written resolutions, and keeping minutes after the meeting.
Read articleRunning Board of Directors Meetings in Practice: Convocation, Resolutions, Minutes and Written Resolutions
This column checks the convocation period for board meetings, quorum and directors with special interests, and signing and sealing of minutes. It separates written resolutions, which require a provision in the articles, from the report on the execution of duties once every three months, which cannot be omitted, and explains annual operating procedures.
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Legal Risks of Deepfake and Impersonation Advertising, and the Initial Response for PR Legal
For AI advertising that uses faces or voices, check whether it misleads people about the person's involvement and whether you have the rights to use the materials. If you fall victim to impersonation, promptly preserve evidence, request takedowns and issue any necessary warnings.
Read articleWhat Is Startup Legal? Outside Counsel and Fundraising from Seed to Series A Explained
If you start looking for past records just before a fundraising round, you may run out of time before the payment date. This article considers the documents to prepare at each stage from founding to Series A, and the work to entrust to outside attorneys.
Read articleWhat Is Financing Through Class Shares (Preferred Shares)? An Overview of Series A Agreements and Procedures
Reading just one of the Series A agreements may not give you the full picture of the terms. Confirm the role of each document and connect it to the articles of incorporation, the resolutions, existing J-KISS, and the design of stock options.
Read articleDesigning the Terms of Preferred Shares: Liquidation Preference, Conversion and Down-Round Adjustment
The liquidation preference multiple and the conversion ratio determine how much shareholders receive in future fundraising and at exit. This article explains how to check the rights and calculation methods for each class and the conversion conditions on listing when reading the schedule to the articles of incorporation.
Read articleWhat Is an Investment Agreement? Key Provisions, Differences from the Shareholders' Agreement, and Points for the Issuing Company to Check
This article explains the points to note in the investment agreement used when a startup raises funds through preferred shares, including the payment procedures, representations and warranties, the share buyback right and damages provisions. It covers the differences from the shareholders' agreement and negotiation practice for reducing the burden on management shareholders as individuals.
Read articleWhat Is a Shareholders' Agreement? Purpose, Key Provisions, Differences from the Investment Agreement, and Post-Signing Operation
This column explains startup shareholders' agreements, including how they differ from investment agreements and key provisions such as matters requiring prior approval, director nomination rights and information obligations. It covers everything from the issues to check before signing to day-to-day operational management and review in subsequent rounds.
Read articleWhat Is a Distribution Agreement? Practical Issues of Distribution on M&A and Deemed Liquidation Clauses
Even when a company is sold, the liquidation preference clause for preferred shares alone does not necessarily determine how the sale proceeds are allocated. We look at who a distribution agreement covers and how it calculates distributions, and work through concrete examples of what each party receives at different sale prices.
Read articlePreferred Share Issuance Procedures: From Amending the Articles and Class Shareholders' Meetings to Registration and Closing
Once the payment date is set, prepare the necessary resolutions and collect documents well ahead of time. Confirm the agenda items in light of the existing shareholders and share acquisition rights, and build updating the shareholder register and filing the registration after the funds arrive into the schedule.
Read articleWhat Are Tax-Qualified Stock Options? The Basics of How They Are Taxed and the Requirements
With free-grant non-qualified stock options, the gain on exercise may be taxed as employment income before the shares are sold. This article reviews tax deferral under tax-qualified options and the requirements on eligible persons, exercise period and annual limit, separating the statutory requirements from actual operation.
Read articleAdvanced Issues in Tax-Qualified Stock Options: Exercise Price, Tax Reform, Overseas Residents and M&A
How do the requirements for tax-qualified stock options apply to your company and the grantees? This article takes up the points where people actually get stuck: calculating the exercise price, granting to overseas residents, reviewing options already issued and handling options in M&A.
Read articleStock Option Issuance Procedures in Practice: From the Shareholders' Meeting Resolution to Registration and Tax Filings
Even after the design of stock options is decided, the procedures of resolution, application and allotment continue. This article explains points to note when combining documents, maintaining the registry, applying for registration within two weeks of the allotment date and submitting the tax statement.
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J-KISS Conversion (Exercise) Procedures: A Practical Guide to Avoid Scrambling at Series A
When converting J-KISS into shares at Series A, you need not only to calculate the number of shares but also to arrange resolutions, consent forms and payments. Check the difference between exercise and acquisition by the company, and prepare the class shares for conversion and the registration documents.
Read articleLegal Agent was selected as an exhibitor at IVS2026 Startup Market (Japanese)
Legal Agent was selected as an exhibitor at IVS2026 Startup Market and is listed among the DAY2 exhibitors.
Open external linkLegal Agent's company profile is listed on SPEEDA (Japanese)
SPEEDA Startup Research lists Legal Agent's business, Representative Attorney Asato, funding, and related news.
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M&A Letters of Intent (LOI): Points to Check on Exclusivity, DD and Legally Binding Effect
Check the binding effect of an M&A letter of intent clause by clause. The exclusivity period, the assumptions behind the price, the information disclosed in DD, and the treatment of costs and confidential information if negotiations end all affect the negotiations that follow.
Read articleBuy-Side Legal DD Checklist for Startup Acquisitions: Definition, Importance, and Risks by Position
In a startup acquisition, investigate the share history, the ownership and licensing of intellectual property, and key contracts as a priority. Link the problems found concretely to the price, pre-closing remediation, indemnities, and post-acquisition measures.
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Change of Control Clauses: Points to Check for M&A, Capital Policy and Continuity of Business Relationships
Even fundraising through issuing new shares can fall within a CoC clause depending on the contract's definition. This article distinguishes notice from prior consent, and checks the carve-outs needed for ordinary capital policy, the effect of failing to obtain consent, and continuity of contracts after an acquisition.
Read articleBasics of Reviewing Software Development Agreements: Definitions, Checklist, and Risks by Position
In development agreements, estimates made before specifications are fixed and requests for additional features can lead to later disputes over costs. In addition to change approvals and acceptance criteria, you should also check source code, existing assets, and the scope of responsibilities when moving into maintenance.
Read articleNDA Review Basics: Definitions, a Checklist and Risks by Position
In an NDA, it is important to decide both the scope of the information to be protected and the conditions under which it can be handled in practice. The disclosing party and the receiving party care about different clauses regarding oral disclosure, sharing with investors and retention of backups.
Read articleWhat Is an Anti-Assignment Clause? What to Check for Transfers of Contractual Position, Assignments of Claims and Business Transfers
An anti-assignment clause does not immediately make an assignment of claims void. It is important to distinguish transfers of contractual position, assignments of accounts receivable and succession through company splits, and to check the scope and procedure for which consent is required.
Read articleIntellectual Property and Scope of Use to Check When Reviewing a License Agreement
Permission to post an image on a website does not necessarily mean it can be used in social media ads or at trade shows. Check the methods of use, the scope of exclusivity, how consideration is calculated, and the handling of inventory and data upon termination.
Read articleWhat Startups Should Check Before Signing with CVCs and Corporate Partners
Alliance terms with a corporate partner can restrict sales to other companies or the next financing. We check how far the results of joint development can be used, together with the terms of the investment and the business alliance.
Read articleIf You Have M&A in View, Review Founder Shares and Shareholders' Agreements Early
If a departed founder's shares or agreements with past investors remain in place, coordination at the time of a sale can take time. Compare the shareholder register with the agreements and confirm whose consent will be needed.
Read articleLabor Risks Startups Tend to Put Off, and Responding to Customer Harassment
Even under a contract titled as a service agreement, a person may qualify as a worker depending on how they actually work. As the organization grows, review working hours management and prepare for the mandatory customer harassment prevention measures taking effect on October 1, 2026.
Read articleTerms of Service and Privacy Policies Should Be Reviewed Every Time Your Business Changes
When changing pricing or features, check the terms of service and privacy policy against the actual screens. It is important to address separately how amended terms apply to existing users and the review of the purposes of use and external provision of personal information.
Read articleRisks Founders Tend to Overlook in SPA Representations and Warranties
Depending on the scope of the representations and warranties, the seller may bear indemnification liability even for past facts it did not know. Read the knowledge and materiality qualifiers, and negotiate them together with the cap and period of indemnification.
Read articleLegal DD to Prepare Before a Startup Becomes a Seller
Once you start considering a sale, check your share records, major contracts, intellectual property and the legal basis for using data. This prepares you to answer the buyer's questions and helps you grasp the information needed to negotiate terms.
Read articleAI Services and Personal Information Protection: What Companies Should Check First
Whether sending data to an external AI constitutes entrustment or third-party provision is determined based on the purpose of use and how the data is actually handled. The conditions for cross-border transfer and the impact of output on individuals should also be checked.
Read articleHow to Prepare SaaS Terms of Use and a Privacy Policy Before Launch
What goes into the terms of use changes with how fees are calculated, AI features, and how customer data is handled. The privacy policy should also be drafted by checking it against how information is actually acquired and used.
Read articleLegal Advisors for Startups: What to Put in Place With Outside Legal Support Before Hiring In-House
Before hiring, decide how consultations will be received and the standards for contract review, and gather important documents together. This preparation reduces the burden on the person who joins of re-researching past decisions.
Read articleWhat Is J-KISS? How It Works, the Valuation Cap, and Its Advantages and Disadvantages
This article comprehensively explains how J-KISS works, the calculation structure of the valuation cap and discount, the main clauses and treatment upon exit, and contractual relationships with existing shareholders. It also details practical steps such as modeling the capital policy and preparing documents before issuance.
Read articleWhat Investors Look at in Legal Due Diligence Around Series A
When you gather materials to prepare for legal due diligence, you may notice points that are hard to explain or documents that are missing. This article looks at the matters investors examine in financings around Series A.
Read articleWhen a Startup Should Consult an Attorney about Fundraising
Reviewing past share issuances and minutes takes time. Consult before the investment agreement arrives, and prepare together with the terms of your capital policy and stock options.
Read articleThe Legal Issues to Check First in the Terms of Use of Generative AI Services
The contract terms to check depend on what you enter into an AI service and how you use its output. Confirm use for training, confidentiality, rights and the handling of personal information before introduction.
Read articlePreferred Share Investment Agreements: The Terms Founders Should Treat as Business Decisions
In a preferred share investment agreement, the distribution in a deemed liquidation and the scope of veto rights affect business decisions after the round. Including preemptive rights and the founders' personal obligations, there are matters worth checking against the business plan and the terms of a future sale.
Read articleA Founders' Agreement Can Only Be Made While the Founders Get Along
How should the shares of a departing founder be handled? Once the relationship has soured, it becomes hard to agree on the purchase price and terms, so it is important to discuss these matters while trust still exists. Non-competition and decision-making rules are also decided in light of the interests of both the company and the individual.
Read articleA Legal Checklist to Review Before Your Series A
In preparing for a Series A, check not only whether contracts exist but also their impact on the next financing and on hiring. Compare the capital policy with key contracts, and decide in advance which items to fix first and which to explain to investors.
Read articleAvoiding Stock Option Regrets Before Series A
The stock option percentage alone does not let job candidates judge future value. Check exercise conditions, treatment upon departure and the tax-qualified requirements together with your capital policy.
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How Should You Rebuild Your Legal Function After Series A?
After Series A, investor relations, recruiting and stock option procedures pile on top of contract review. This article considers how to separate matters decided internally from work entrusted to outside counsel, and how to build monthly reviews and record-keeping into day-to-day operations.
Read articleRepresentative Attorney Asato was introduced in a legal apprentice's article on startup training (Japanese)
An article by a legal apprentice about training at Skyland Ventures, "How a Lawyer-in-the-Making Jumped into the World of Startups," describes a meeting with our Representative Attorney, Noriaki Asato, and hands-on work experience at Legal Agent.
Open external linkLegal Agent's company information is listed on STARTUP DB (Japanese)
STARTUP DB lists Legal Agent's company overview, business, Representative Attorney Asato, funding, and related information.
Open external linkLegal Agent's funding was covered by STARTUP LOG (Japanese)
STARTUP LOG covered Legal Agent's JPY 50 million funding round, its business, and company information.
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