The globalization of business is advancing irreversibly and rapidly. In this environment, even large Japanese corporations and listed companies, with very few exceptions, cannot necessarily be said to have sufficient experience or accumulated know-how regarding overseas legal disputes, compliance violations, or overseas M&A. Given this, ensuring thorough risk management in response to the expansion of overseas operations and international transactions becomes the paramount challenge.
This seminar addresses key legal risks in overseas subsidiary management and international transactions, specifically: ① Compliance violations at overseas subsidiaries, ② Civil litigation in the United States, ③ International arbitration, and ④ Overseas M&A. It clearly outlines the risks and countermeasures Japanese companies and their directors and auditors must understand to eliminate lingering “uncertainty.”

Part 1: Introduction: Purpose of This Seminar

Part 2: Overseas Subsidiary Management and Overseas Transaction Management
1. Overseas Subsidiary Management by Japanese Companies
・Role of Head Office Legal Departments and Subsidiary Legal Departments
・Function of Regional Legal Headquarters
・Relationship with Business Divisions
・Utilization of Local Law Firms
・Other Considerations

2. Overseas Transaction Management by Japanese Companies
・Selection of Business Partners
・Review of Contract Terms
・Contract Negotiation and Execution 

Part 3: Major Risks in Overseas Business
1. Compliance Risks at Overseas Subsidiaries
（1）Key Risks
　・Bribery
　・Price Cartels
　・Accounting Fraud
　・Other
（2）Countermeasures to Implement

2. Litigation in the United States
（1）Key Differences from Japan
　・Class Action
　・Discovery 
　・Plaintiff's Attorneys
　・Other
（2）Countermeasures to Take

3. International Arbitration
（1）Practical Aspects of International Arbitration
　・Responding to Arbitration Claims
　・Points to Note When Initiating Arbitration
　・Selecting Arbitrators
　・International Arbitration in Singapore
　・Current Status of International Arbitration in Japan
　・What is Investment Arbitration? 
（2）Countermeasures to Take

4. Overseas M&A
（1）Risks of Overseas M&A
　・Deal Background and Objectives
　・Target Selection
　・Due Diligence
　・Merger Filings in Each Country
　・Contract Negotiations (MOU, LOI, Share Purchase Agreement, etc.)
　・Retention of Existing Management
（2）Countermeasures to Take

Part 4: Challenges for Japanese Companies
1. Environment Surrounding Directors and Auditors
2. Current State of Japanese Companies
3. Where to Start
（1）Global Whistleblowing
（2）Audits of Overseas Subsidiaries
（3）Global Legal Framework
（4）Examples of Specific Initiatives