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IPO Consulting

In November 2021, the company we have consulted was listed on Tokyo Stock Exchange (TSE). A consultant who has experienced direct listing on the Second Section of the TSE and is currently supporting one company aiming to be listed on the Mothers market will support your IPO promotion work. We support all legal affairs related to IPO, such as preparation of securities report regarding initial public offering (Part I), preparation of notice of convocation of general meeting of shareholders, preparation of minutes of board of directors meeting, dealing with the examination by lead underwriter and TSE.

[Does Gyoseishoshi Lawyer conduct IPO consulting? ? ]

There may be some people who think Gyoseishoshi Lawyer cannot conduct IPO consulting if Gyoseishosi Lawyer said to do so.

*IPO = Abbreviation for Initial Public Offering. 

In fact, the work of Gyoseishoshi Lawyer and an IPO are very compatible.

[Priority check items in IPO examination]

The items to be checked intensively in the IPO examination can be mainly divided into the following two categories.

  • Formulation of post-listing profit plan (mainly handled by the corporate planning department and the finance and accounting department)

  • Strengthening the corporate governance system (mainly handled by the legal department)

[Strengthening the corporate governance system]

There is no end to the compliance violations of companies that have made headlines in recent years, such as window dressing, personal information leakage of customers, power harassment, and employee suicides and deaths from overwork due to long working hours. In addition, it is becoming increasingly important to strengthen the corporate governance system of companies due to the amendment of the Companies Act to strengthen governance such as the obligatory appointment of outside directors.

Under such circumstances, the examination items for IPOs may strongly reflect the social situation, and as mentioned above, the strengthening of this corporate governance system is a very important item, along with the formulation of a profit plan after listing.

Strengthening the corporate governance system covers a wide range of items.

Representative example:

  • Operation of meeting bodies such as general meetings of shareholders, board of directors, management meetings, compliance committees, risk management committees, and the like, and preparation of minutes

  • Formulation of internal regulations appropriate for a listed company

  • Formulation of an appropriate administrative authority table (the administrative authority table divides corporate actions into items and determines the standards for approval according to their importance, and is the "Core" of corporate governance)

  • Observance of the Labor Standards Act and other labor-related laws and regulations (ex. Observance of the 36 agreement, principle prohibition of disadvantageous changes in working conditions)

  • Strengthening the internal audit system

  • Preparation of convocation notices for general meetings of shareholders

  • Preparation of securities report (Part I, Part II) for initial listing application

  • Issuance of stock acquisition rights (stock options), management of the registry of stock acquisition rights, etc.

The above are the representative ones, but there are many other items that need to be dealt with, and they occupy a very important proportion in the IPO examination.

As many of you may have noticed, it is mostly "Documentation" related to legal affairs. The preparation of documents related to legal affairs is the field in which Gyoseishoshi Lawyer excel most.

In the IPO examination, a large amount of paperwork occurs, representing the above. This is the reason why employees of companies aiming for an IPO were forced to stay up all night long ago.

However, due to the recent problem of long working hours, the Labor Standards Act has been revised (tightened), and it is not possible for employees to stay up all night, and in principle, it is not possible to work overtime exceeding 45 hours a month (if separate agreement 36 has been concluded, it can be extended, but there are various upper limits).

[Why is Gyoseishoshi Lawyer necessary?]

Under such circumstances, I think that in most cases, companies aiming for an IPO outsource operations to outsourcing companies such as consulting companies.

Although there are countless number of IPO consulting companies in accounting, finance, and the like, there are few entities that can provide legal services legally due to legal and compliance related laws and regulations such as the Attorney Law, which is the current situation.

Based on the above, outsourcing the work to Gyoseishoshi Lawryer is a wise choice for a company as a legal and compliance support entity in an IPO, considering that the document preparation is involved and the work time is very long.

Our firm's specialist has achieved two IPO listings out of the two IPO processes that he has been involved in (achievement probability 100%).

*Please note that this is only a probability display of the results to date and does not guarantee the achievement of your company's IPO.

Corporate Legal Consulting

We advise the company listed on TSE. A professional with 15 years of corporate legal experience at the real estate company listed on the First Section of the Tokyo Stock Exchange, the trading company listed on the Second Section of the Tokyo Stock Exchange and our firm, will support your companies to solve various problems and issues in corporate legal affairs including companies act-related matters, contract preparation and review, advertising screening, stock option issuance, and organizational restructuring, etc.In addition, we can also provide consultation and document preparation regarding corporate legal affairs in English. We have a lot of achievements in preparing English contracts, translating them into Japanese, and reviewing them, and we have received high evaluations with those services from our clients.

Support provided:

  • Manage shareholder meetings (SHM) and board of director meetings (BOD)

  • Manage company shares

  • Create notice of SHM and Annual Financial Report

  • Prepare minutes for SHM and BOD

  • Prepare company rules & regulations

  • Draw up various contracts and review them

  • ​Advertisement legal review

  • Issue share option and manage share option registry

  • Prepare a detailed rules for execution of share option

  • Operation for execution of share option and issuance of stocks

  • Develop corporate governance structure

  • Manage compliance with Corporate Governance Code

  • Prepare corporate governance report

  • Prepare report for individual directors

  • Create disclosure documents for submission to TSE through TDnet and Financial Services Agency through EDINET

  • Prepare report on large shareholders

  • Restructuring of the enterprise such as M&A and share swap, etc.


Terms and Conditions 30,000 yen (excl. tax)

Privacy Policy 30,000 yen (excl. tax)

GDPR Privacy Policy 100,000 yen (excl. tax)

Non Disclosure Agreement 10,000 yen (excl. tax)

International Sale of Goods Contract 50,000 yen (excl. tax) ~

Application for Advance Payment Method
Notification of Issuance 100,000 yen (excl. tax)
Business Report 30,000 yen (excl. tax)
Notification of Change (excl. tax)

Notice of Convocation 300,000 yen (excl. tax) ~

How We Work with You

Remote work per individual document

We will support your company each time with drafting contracts, minutes, rules & regulations and other documents, and license applications.

We will execute a legal advisory contract with your company and you can consult us at anytime pertaining to legal affairs in documentation.

Our Strength

Japanese/English support

Professional who graduated from US Law School provide legal services in English as well as Japanese. 

Prompt ​​support

We will work on the fundamental solution speedily. One of the things that our office is highly evaluated for is its quick response. As a general rule, we will reply within 1 business day (excluding the date of receipt).

Reasonable price

For those who want to consult a lawyer but have a high threshold, our office provides services at a reasonable price, even though an administrative lawyer("GYOSEISHOSHI") is also a legal expert.


Tomoharu OGAWA
Gyoseishoshi Lawyer

Work Experience

Oct.2019: Founded OGAWA Gyoseishoshi Law Firm

Sep.2016: Joined OPTIMUS GROUP CO. LTD.

Mar.2008: Joined Sumitomo Real Estate Sales Co. Ltd.


Aug.2020: Graduated Temple University, Beasley School of Law

Mar.2018: Graduated KEIO University Faculty of Law

Licensed Gyoseishoshi Lawyer


小川 具春



2-14-328, Yotsuyasaneicho, Shinjuku-ku, Tokyo 160-0008, JAPAN





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