We are pleased to share the May 2021 issue of Japan Corporate & Finance Insights. This newsletter is designed to keep you current on what we consider to be important legal developments involving Japanese corporate and finance matters. This issue mainly relates to the Companies Act, which was amended in December 2019 (the “Amended Companies Act”).

＜TOPICS＞
Share Delivery - Procedure and Tax Implications (By Kosuke Nakagawa and Junya Horiki)
Share Delivery (“Kabushiki-Kofu”) has been newly included in the Amended Companies Act. Share Delivery enables a buyer to acquire another company’s shares using the buyer’s own shares as consideration. We provide an outline of Share Delivery, including a discussion of an amendment to capital gain tax that should facilitate Share Delivery transactions.

Amendment to the Companies Act relating to Shareholder Proposal Rights (By Mai Kasuga and Akira Taroda)
In this memorandum, we will explain the details of the new restrictions on Shareholder Proposal Rights and notable points in practice under the Amended Companies Act.

Shareholder Meeting Materials Will Also Be Provided in Electronic Format (By Kosuke Ueno, Taro Matsumoto and Risako Tsuda)
Referring to the Notice & Access system in the U.S. and Canada, the Amended Companies Act will introduce a new system to provide shareholder meeting materials electronically via the internet.