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Corporate GovernanceFrom convening shareholders' meetings and board meetings to minutes and approval of conflict of interest transactions, our attorneys prepare them to fit your meeting dates and registration deadlines.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
Shareholders' meetings · Board · Governance structure · Shareholders

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to Corporate Governance matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

Building Companies Act procedures into your meeting schedule and records

Beyond checking the statute for notice periods, resolution requirements and the entries required in minutes, we match them against your financial reporting schedule and registration filing deadlines. We keep the entries and storage of minutes in order on the assumption that they will be checked in future registrations and in legal due diligence for financing or M&A.

  • You set up a board of directors, but convocation and resolution procedures are still unsettled
  • Preparation for the annual shareholders' meeting stalls until just before the meeting
  • Ahead of legal DD, defects turned up in past minutes
  • Conflict of interest calls are left to frontline staff

Why LegalAgent

With LegalAgent, you can prepare procedures and documents working back from the meeting date

We support how you run your corporate bodies in three ways: fast answers, fees you know before we start, and records kept on the assumption that they will be checked in registrations and DD.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    Sequenced around your financial closing and registration dates

    We answer contract reviews and routine legal questions within one business day as a rule. For procedures with deadlines, such as the annual shareholders' meeting, we plan the order of preparation working back from the meeting date and the registration deadline.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    Fees shown once we know the volume of records to review

    We ask which meetings are involved, how many years and how many past minutes need reviewing, and whether the governance structure will change, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Records

    • Draft notice of convocation
    • Draft minutes
    • Conflict of interest memo
    • Draft operating flow

    Records kept for checks in registration and DD

    Besides drafting minutes, we deliver checklists and an annual schedule so your team can keep running the process in-house.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the records; attorneys judge the procedural requirements

The AI Agent organizes your articles of incorporation, minutes and shareholder register and extracts the issues; attorneys judge whether resolution requirements are met, whether a transaction is a conflict of interest transaction and whether defects can be corrected.

AI Agentdoes the work

  • Extracts the entries to check from the articles and minutes
  • Lists past resolutions and transactions and refers to templates
  • Drafts notices of convocation, minutes and approval resolutions

Attorneysmake the judgment

  • Judge whether convocation procedures and resolution requirements are met
  • Decide whether a transaction is a conflict of interest and which body approves it
  • Take responsibility for the final documents and correction policy
ConsultationOperating flow handed over
  1. STEP 01Reviewing the current governance structure and how meetings are run

    Review the current governance structure, resolution requirements and how meetings are run, and identify points that could become issues

    Memo on the current situation and list of issues

  2. STEP 02Fact-finding on individual issues

    Check deficiencies, applicability or whether action is needed against the procedural requirements of the Companies Act

    Review results and draft response plan for each issue

  3. STEP 03Preparing the response plan and draft documents

    Prepare the necessary documents, such as notices of convocation, minutes, rules or response letters, and build them into a practical schedule

    Draft documents and response schedule

  4. STEP 04Organizing the operating framework and handover

    Organize the results in the form of checklists and an annual schedule so they can be operated on an ongoing basis

    Draft operating flow and checklist

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

For each situation that gives rise to a consultation on running corporate bodies, such as preparing for a shareholders' meeting, discovering defects in minutes or receiving demands from minority shareholders, we show the consequences of leaving the issue unaddressed and how our support carries it into procedures and records.

  1. 01

    A shareholders' meeting is coming up and you want to check the convocation procedure and the legality of the agenda items

    If left aloneThe meeting is held without adequately checking the notice period or resolution requirements, and the validity of resolutions or their suitability as documents attached to registration filings is later called into question

    What we doWe check the notice period under the articles of incorporation, the resolution requirements for each agenda item and whether anyone has a special interest, and organize the notice, agenda items and the running of the meeting on the day

    What you receive
    • Draft notice of convocation
    • Memo reviewing agenda items and reasons for proposals
    • Approach to answering anticipated questions

  2. 02

    On reviewing minutes of past shareholders' meetings and board of directors' meetings, you find missing entries or missing seals

    If left aloneThe defects are pointed out when correcting a registration application or in legal due diligence for financing, and the validity of the resolutions themselves is questioned

    What we doWe check the missing entries, the status of seals or electronic signatures and whether correction is possible, against the materials from the time

    What you receive
    • List of deficiencies in the minutes
    • Correction policy memo
    • Draft operating flow to prevent recurrence

  3. 03

    You want to review the governance structure or the composition of the board of directors in connection with financing or a change of officers

    If left aloneThe organization is changed without considering whether to add outside directors or appoint corporate auditors, undermining the allocation of authority and the effectiveness of decision-making

    What we doWe review the current governance structure, the governance provisions of the articles of incorporation and the shareholder composition, and set out the post-change decision-making flow and the required resolutions

    What you receive
    • Summary of issues in changing the governance structure
    • Draft amendments to the articles of incorporation
    • List of required resolutions and registration matters

  4. 04

    A minority shareholder has demanded inspection of the accounting books or an explanation

    If left aloneResponding without checking the basis and scope of the demand leads to misjudging the scope of disclosure, affecting the company's information management and its relationships with other shareholders

    What we doWe check the legal basis for the demand, the scope of what must be disclosed and whether there are grounds for refusal, and set out a response strategy

    What you receive
    • Memo reviewing the demand
    • Draft response strategy
    • Draft response letter

  5. 05

    You want to confirm whether transactions between group companies, or contracts between companies where the representative holds concurrent positions, are conflict of interest transactions

    If left aloneContracts are signed without going through approval procedures, and the validity of the transaction or officers' liability for neglect of duties is later called into question

    What we doWe check whether the transaction is a competing transaction, a direct transaction or an indirect transaction, and set out the required approving body and procedure

    What you receive
    • Memo on conflict of interest status
    • Draft written resolutions and minutes for the approval procedure
    • Draft operating rules

Scope of our corporate governance support

For the running of corporate bodies, governance structure and dealing with shareholders, we show the records we review, the judgments we make and the deliverables.

Running shareholders' meetings and board of directors' meetings
We check convocation procedures, resolution requirements and the matters to be recorded in minutes in line with the meeting schedule and registration timing.
  • Convocation and agenda preparation for shareholders' meetings
  • Convocation and resolutions of board of directors' meetings
  • Drafting and reviewing minutes
Governance structure and allocation of authority
In connection with financing or a change of officers, we review the governance structure, the provisions of the articles of incorporation and the allocation of decision-making authority.
  • Reviewing the governance structure
  • Developing duties, authority and approval criteria
Conflict of interest transactions and approval procedures
We check whether transactions are competing transactions, direct transactions or indirect transactions, and put approval procedures and records in order.
  • Determining conflict of interest status and approval procedures
Dealing with shareholders and checking past resolutions
For shareholders' agreements, minority shareholders and defects in past resolutions and minutes, we work from fact-finding through to a correction policy.
  • Dealing with minority shareholders (demands to inspect books and for explanations)
  • Checking and correcting past resolutions and minutes

Our approach

What we focus on in Corporate Governance

In corporate governance consultations, we focus on the following points.

  1. 01

    Building Companies Act procedures into the actual meeting schedule

    Rather than stopping at checking the statute for notice periods, resolution requirements and the entries required in minutes, we compare them with the financial reporting schedule and registration filing deadlines and set out what needs to be finalized by when.

  2. 02

    Designing governance structure and allocation of authority around changes in shareholder composition

    Rather than considering the governance structure separately each time there is financing or a change of officers, we design the allocation of decision-making authority and approval routes with an eye to more outside officers and changes in shareholder composition.

  3. 03

    Identifying conflict of interest transactions by transaction type and preparing approval procedures in advance

    For concurrent positions held by the representative and transactions between group companies, we check before signing whether a transaction is a competing transaction, a direct transaction or an indirect transaction, preventing gaps in approval procedures.

  4. 04

    Keeping records on the assumption that they will be checked in registration and legal due diligence

    Rather than treating minutes as a record only for the moment after a resolution, we put the entries and their storage in order on the assumption that they will be checked as documents attached to future registrations and in legal due diligence for financing or M&A.

Pricing

Corporate governance fees

The work involved in governance consultations varies with the composition of the corporate bodies concerned and the volume of past records to review, so we provide a quote after hearing the details. We mainly check the following points.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • Types of meetings and procedures concerned (shareholders' meetings, board of directors' meetings, written resolutions, etc.)
  • Number of years and number of past minutes and resolutions that need to be reviewed
  • Whether changes to the governance structure or development of rules are involved
  • Complexity of individual matters such as conflict of interest transactions and minority shareholders
  • Interaction with registration and financing schedules

For procedures with deadlines, such as the annual shareholders' meeting, we also propose a scope of work suited to the schedule. We will give you a fee after reviewing the details.

Team & Record

Attorneys who know business practice handle your matters

Startup legal matters
200+
Client companies
150+
Legal and investment DD
20+
Contract reviews and drafts
2,000+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical Guides to Corporate Governance

MinutesHow 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.

Related practice areas

FAQ

Frequently asked questions

Can we engage you only to draft or review board minutes?

Yes. We also accept engagements limited to drafting or reviewing minutes. After checking the agenda items, resolutions and attendees, we confirm that no required entries are missing.

Can we consult you if we find defects in past resolutions or minutes?

Yes. After checking the missing entries and the status of seals, we set out whether correction is possible and how to respond.

Can we also engage you to review our governance structure with financing or an IPO in mind?

We handle reviews of the governance structure itself, such as whether to establish a board of directors or appoint corporate auditors. For consultations centered on building the overall management framework for IPO preparation or responding to listing examinations, please also see the IPO Support page.

Can we engage you on a one-off basis to respond to a demand from a minority shareholder?

We handle everything from individual responses to demands to inspect accounting books or for explanations to building an ongoing framework for dealing with shareholders. Please start by telling us about the demand and its background.

Can you check whether transactions between group companies are conflict of interest transactions?

Yes. For concurrent positions held by the representative and transactions between group companies, we check whether a transaction is a competing transaction, a direct transaction or an indirect transaction, and set out the required approval procedures.

Can we consult you if we have only part of our articles of incorporation or minutes?

Yes, you can start a consultation with whatever materials you have on hand. If materials are missing, we will tell you what is needed as the review proceeds.

Can we also engage you to develop compliance rules or run internal training?

Consultations centered on systematically developing compliance rules or delivering training are handled on the Compliance Support page. This page covers the review of rules relating to governance structure and the running of meetings.

Should we come to this page or to day-to-day legal consultations not tied to a specific area?

Consultations involving the board of directors, shareholders' meetings, governance structure or conflicts of interest are handled on this page. For day-to-day legal consultations not tied to a specific area, please also see the General Corporate Legal page.

Contact

Talk to us about running shareholders' and board meetings

Please tell us which materials you have at this point, such as your articles of incorporation, minutes of shareholders' meetings and board of directors' meetings and organization chart. You can consult us even if only some materials are ready.

  • A free 30-minute online first meeting
  • You can consult us with only part of your articles or minutes
  • We also handle one-off responses to demands from minority shareholders