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IPO Consulting

IPO

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.

IPO Achievements

Nov. 2021 Last One Mile Inc. (formerly TSE Mothers (now TSE Growth))

December 2017 Optimus Group Inc. (formerly TSE Second Section (now TSE Standard) (as a company employee))

The Last One Mile, Inc. is ranked #2 in the nation for 2023 stock price growth.

Optimus Group Inc. is ranked 27th in the nation for 2023 stock price growth.

​Hourly rate 150$ (excl. tax)

Support provided:

  • Prepare securities report (part 1 & 2) for new listings

  • Operation of shareholders meeting and directors meeting

  • Prepare and review internal rules

  • Operation for issuance of share options

  • Issue share option and manage share option registry

  • Prepare detailed rules for execution of share option

  • Operation for execution of share option and issuance of stocks

  • Improve issues identified by the lead underwriters

  • Handle listing examination

  • Prepare application documents for listing on TSE

  • Build structure of internal corporate governance

  • Compliance with Corporate Governance Code

  • Prepare Corporate Governance Report

  • Report on individual directors

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

  • Prepare report on large shareholders etc.

TEL: 090-7702-8565

E-mail: tomoharu_ogawa@adminlaws.com

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[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.

TEL: 090-7702-8565

E-mail: tomoharu_ogawa@adminlaws.com

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