Archive for December, 2010

2011 tax reform proposals published

December 16, 2010  |  News, Policy  |  No Comments

News, information

After much public and press discussion, on 14 December 2010 the Japanese Tax Commission announced their main proposals for 2011 tax reform.  These proposals – for individual, corporate, consumption and other taxes – are still subject to the drafting of detailed legislation and approval by the Japanese Diet Read More

Steps in a Japanese merger

Autumnal flowers floating in drinking bowl in a Kyoto temple.

This article outlines the steps required to complete a Japanese absorptive merger involving one company (below the ‘Surviving Company’) taking over the assets and liabilities of a liquidating company (below the ‘Ceasing Company’ and collectively with the Surviving Company the ‘Companies’) under a process defined by the Japanese Corporate Law (the ‘JCL’).

Please see this article for more background to legal aspects of Japanese mergers and this article for an overview of merger taxation. Read More

Introduction to legal aspects of a Japanese merger

A leaf from a gingko tree, a Tokyo Minicipal symbol often depicted on railings or other street furniture.

A Japanese merger involves two or more companies becoming one company further to a defined process in the Japanese Corporate Law (below the ‘JCL’).  This article outlines legal aspects of the merger process as background for more detailed analysis of the Japanese tax treatment of mergers and other corporate reorganizations. Read More

Debate on 2011 tax reform reaching a peak

December 9, 2010  |  News, Policy  |  No Comments

News, information

On the 9th of December 2010, the Nikkei Keizai Shimbun reported on a meeting held the previous day of all members of the Japanese Tax Commission (the ‘JTC’). The timing of the meeting reflects the approaching end of year deadline to finalize plans for 2011 tax reform. Read More

Debt equity swap taxation

December 9, 2010  |  Corporate Recovery, Court  |  No Comments

Japanese judicial decisions

On 15 September 2010 the 12th division of the Tokyo High Court issued a judgment concerning the taxation of gain arising from the extinguishment of debt in a debt equity swap (‘DES’) transaction. Read More

Authorities challenge real estate loss deduction

News, information

On 5 December 2010 the Asahi Shimbun reported on an investigation by the Tokyo tax authorities into tax relief claimed on losses from a partnership investing in US real estate.  The investors in the partnership (below the ‘Investors’) were, according to the article, a group of around ten former Japanese baseball players Read More

The Japanese Limited Liability Partnership

December 3, 2010  |  Entities  |  No Comments

Daikon or Japanese ice radish and other autumnal produce being dried.

The Japanese limited liability partnership (in Japanese the ‘有限責任事業組合’ or ‘yuugen sekinin jigyou kumiai’ and below the ‘LLP’) is a relatively new Japanese entity form that was introduced in 2005.

Formed by the ‘Law Concerning Contracts for Limited Liability Business Partnerships’ (in Japanese the ‘有限責任事業組合契約に関する法律’ or ‘yuugen sekinin jigyou kumiai keiyaku ni kansuru houritsu’, link here in Japanese and below the ‘LLP Law’) and similar to the LLP form Read More

Consideration paid for a TOB in a Japanese minority squeeze out

December 2, 2010  |  Court  |  No Comments

News, information

On 27 October the First Civil Division of the Tokyo High Court issued a decision concerning the basis of calculation of the consideration paid to acquire the shares of minority shareholders (below, the ‘Minority’) post a public offering to take Cybird Holdings, (below ‘Holdings’) private as part of a management buyout transaction. Read More

Introduction to JREITs and the Japanese Investment Company

December 1, 2010  |  Entities, Real Estate  |  No Comments

Preparing tai-yaki, a sweet fish shaped sweet often eaten at Japanese festivals recently recovering its popularity in Japan.

In May 2005, the Japanese ‘Law Concerning Investment Trusts and Investment Companies’ (link in Japanese – the ‘投資信託及び投資法人に関する法律’ or ‘toushi shintaku oyobi toushi houjin ni kan suru houritsu’, referred to below as the ‘ITL’) was revised to allow entities covered by the law to invest in real estate.

The law also introduced a new entity, the ‘Japanese Investment Company’ (in Japanese ‘投資法人’ or ‘toushi houjin’ abbreviated below as ‘JIC’) Read More