Japan: Japan Legal Update | Vol. 30

Labor & Employment

Outline of Japanese Legislation for the Promotion of Work Style Reform Held Reasonable

On September 8, 2017, Japan's Labour Policy Council announced its opinion that the "Outline of Legislation for the Promotion of Work Style Reform" ("Outline") is reasonable, in response to the Ministry of Health, Labour and Welfare's ("MHLW") request for review. Going forward, the MHLW will prepare draft legislation based on the Outline and will begin preparations for submitting the legislation at the next session of the Diet. The Outline is based on the "Action Plan for the Realization of Work Style Reform" (discussed in the April 2017 issue of this newsletter) but is more detailed than the action plan. Below are the Outline's key provisions.

  1. Limits on Overtime: The Outline, as a general rule, limits overtime to 45 hours per month and 360 hours per year. Even in the case of special, temporary circumstances, overtime for any individual month must be less than 100 hours, the monthly overtime average over multiple months may not exceed 80 hours, and annual overtime may not exceed 720 hours.
  2. Expanding the Scope of the Discretionary Working System for Management-Related Work: The Outline expands the scope of the Discretionary Working System for Management-Related Work, which is one of the systems under which employees are deemed to have worked the number of hours prescribed by the labor–management agreement regardless of the actual number of hours worked. The discretionary working system now applies to making development proposals that involve problem-solving and discretionary implementation of PDCA (plan-do-check-act) cycles.
  3. Establishing a Sophisticated Professional System: The Outline includes a plan to establish a "Sophisticated Professional System," which would exempt employees engaged in certain specialized work from regulations on working hours while strengthening measures for the protection of employee health, such as obligating employers to provide such employees with at least 104 days of annual leave. For more details regarding the proposed system, please see the March 2015, May 2015, and August 2015 issues of this newsletter.
  4. Securing Fair Working Conditions Regardless of Employment Type: The Outline sets out rules intended to eliminate unreasonable differences between the working conditions of regular employees and those of part-time employees, fixed-term employees, and dispatched employees. The Outline also imposes a heavier burden on employers to explain working conditions to employees. 

Although the Outline will not be submitted to the Diet as a bill and enacted until next year at the earliest, most of the Outline has been scheduled to come into force on April 1, 2019, which gives an indication of the timing of future legislation. Companies should pay close attention to the Outline, as it will have significant implications for labor management and will reveal future legislative trends. 

Mergers & Acquisitions

Supreme Court Decision Restricts Minority Shareholders' Speculative Conduct with Respect to Cash-Out Demands

On August 30, 2017, the Supreme Court (second petty bench) held that, with respect to the shares of minority shareholders subject to a demand for the sale of shares (i.e., a cash-out demand), other minority shareholders acquiring such shares after public notice of the target company's approval of the cash-out demand may not object to the purchase price and petition a court for a share price determination.

Cash-out demands were introduced in the 2014 amendments to the Companies Act. They allow the holder of at least 90 percent of the voting rights of a target company ("Special Controlling Shareholder") to demand that the other minority shareholders sell all of their shares to the Special Controlling Shareholder. Under this system, the Special Controlling Shareholder may, on a certain date thereafter, forcibly acquire the minority shareholders' shares if: (i) a Special Controlling Shareholder notifies the target company of certain specified matters, including the purchase price; and (ii) the target company approves the cash-out demand and notifies the shareholders of its approval either individually or by public notice.

Although minority shareholders that object to the purchase price may petition the court for a share price determination, until this decision it was unclear whether such a petition could also be made by a separate minority shareholder that acquired the shares after public notice of the target company's approval of a cash-out demand. Because the Supreme Court held that separate minority shareholders may not make such post-notice petitions, minority shareholders are now unable to speculate on the share price by first acquiring shares (after public notice) and then petitioning the court for a higher price in order to profit on the difference. The ruling will result in increased predictability and procedural stability for cash–out demand transactions.

Finance

Financial Services Agency Establishes FinTech Sandbox

On September 21, 2017, the Financial Services Agency ("FSA") established a "FinTech Sandbox" to eliminate concerns regarding potential compliance and supervisory risks arising from the implementation of an experimental FinTech innovation. As part of the FinTech Sandbox, a specially composed team within FSA provides continual assistance to FinTech companies introducing unprecedented FinTech experiments, including with respect to compliance or supervisory risks and by providing legal interpretations regarding the provision of FinTech services to end users. Upon receiving a business's application for assistance, the FSA will investigate and then decide whether to provide such assistance. The establishment of the FinTech Sandbox will make it easier for businesses to experiment with FinTech products and will help accelerate the pace of innovation in the FinTech sector.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Emails

From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.