Government measures in key jurisdictions 5th edition - Flipbook - Page 84
Japan
Insolvency
As of 15 February 2021, the government has not made any changes to insolvency
legislation.
Has the
government made
any changes
to insolvency
legislation?
Contractual
Issues
Execution of Contracts
•
It is common in Japan for companies to execute contracts by signing and/or affixing a
company stamp on paper documents. In many cases, even before Covid-19, contract
parties sometimes (i) executed agreements separately and then exchanged PDF
copies on the contract date, and then (ii) sent the originals to be combined as a single
agreement. This approach is legally effective and would be helpful in the Covid-19
situation.
•
On 19 June 2020, the government issued a Q&A about contracts without a stamp on
paper documents, which suggests that certain approaches including (i) keeping email
exchange records, (ii) keeping a counterparty’s KYC information (if it is a new
counterparty) and (iii) using electronic signatures or electronic authorisation services
would be helpful as evidence of the execution of contracts.
•
An electronic contract with electronic signatures without any paper-based documents
is also permitted under Japanese law, save for certain exceptions, such as individual
guarantees for a third-party business. The Covid-19 pandemic should encourage the
greater use of electronic contracts by Japanese companies. On 17 July 2020, the
government issued a Q&A about electronic signatures to facilitate the use of
electronic contracts.
What measures
have been taken
to reinforce
contracts?
Force Majeure
•
For a summary of issues on force majeure and frustration in the context Covid-19,
please visit our website here.
Subcontractors
84
•
On 10 March 2020, the Ministry of Economy, Trade and Industry (“METI”) announced it
had requested companies to take special care in transactions with mid- or small-size
subcontractors (see more here), including (i) refraining from actions delaying supplies
to them, (ii) bearing appropriate increased costs derived from price increases in raw
materials and/or extra work of subcontractors, (iii) making payments on their due date,
and (iv) refraining from cancelling or changing purchase orders.
•
The Antimonopoly Act and Subcontractors Act also prohibit certain unfair trade
practices and would still apply anyhow.
Government measures in key jurisdictions
