Notes
Notes
Notes on Japanese regulation and how administrative guidelines work in practice, written for people building products in Japan.
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How to read a Japanese startup financing agreement
The investment agreement, the shareholders' agreement and the distribution agreement; J-KISS and the valuation cap; liquidation preference and deemed liquidation; consent lists; and investor put rights against founders personally.
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What a founders' agreement should decide
The founding split and future dilution, vesting of founder shares and good/bad leaver terms, decision-making authority, founder-owned intellectual property, and the stock option pool.
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Who owns the IP in a joint development in Japan?
Japan's June 2026 IP transactions guideline, and how to structure a joint research or joint development agreement: ownership against rights of use, cutting exclusivity by field and period, improvement-invention clauses, co-owned IP, data and AI, and the effect on an exit.
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Japan's advertising law: what the recent enforcement actually targets
Environmental labels and No.1 claims, the 2026 orders on time-limited pricing and stealth marketing, and the substantiation rules. What the Consumer Affairs Agency's recent studies and orders mean for advertising review in Japan.
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A legal checklist for launching a generative-AI service in Japan
Japan's AI Act and version 1.2 of the AI Business Operator Guidelines, the contract with your model provider, personal data flows, copyright in inputs and outputs, hallucination, sector regulation, security and AI governance — eleven items to settle before launch.
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Japan's Subcontract Act is now the Toriteki-hō: the application test
From January 2026 a headcount test sits alongside the capital test, promissory notes are banned, transfer fees can no longer be charged to the supplier, and price setting without consultation is prohibited. What to fix, and where.
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When a contractor in Japan is treated as an employee
The label on the contract does not settle employee status in Japan. The framework, the clauses that cannot help you, and how the Freelance Act and the new Subcontract Act apply on top.
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Incorporating terms of service as standard terms under Japanese law
Publishing terms does not make them part of the contract. Incorporation, clauses deemed not agreed, the requirements for amending terms, and the final confirmation screen rules.
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Using foreign SaaS: cross-border transfers under Japan's APPI
Being a processor is not a reason to skip Article 28. The three routes, when the cloud exception is available, how to inventory your tools, and the clock that runs on breach reporting.
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How lawfulness is assessed for a new business in Japan
Five steps for answering “is this lawful in Japan”: break the facts into four flows, run the sector statutes, check the cross-sector statutes, use the grey zone system, restructure where needed — and why a written opinion from outside counsel goes to the process of a business judgement.
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Shared holiday homes in Japan: a worked example
Five structures for shared holiday homes in Japan, sorted by legal character, and how the Inns and Hotels Act, the Travel Agency Act, the Payment Services Act and financial regulation attach to each. A worked example of legal engineering.