International law, samurai spirit

Okuno & Partners law firm

Text by Gavin Blair  /  Photos by Benjamin Parks

A full-service independent business law firm, Okuno & Partners has a history that dates back more than 90 years. It aims to uphold the samurai-inspired principles of its founder, even as it moves to internationalise its operations. The firm now consists of around 60 staff, including 35 lawyers, and is the only Japanese law firm that advises on cases involving Swiss law.

Our founder Hikoroku Okuno used to say that the Japanese character shi in bengoshi [lawyer] is the shi in bushi [samurai],” says Koji Fujita, Okuno & Partners vice-chairman. “That core of the firm’s culture remains today.”

The founder worked as a lawyer on his own for many years, and focused on human rights and protecting individuals against powerful interests, according to Fujita. The firm began to expand when Yoshihiko Okuno, the founder’s son, took over as chairman about 50 years ago.

Over the decades, the type of clients the firm served shifted from individuals, whom the attorneys met through personal connections, to small- and medium-sized enterprises, later expanding to include larger corporations. Today, Okuno & Partners specialises in commercial law, with a particular focus on bankruptcy and restructuring, corporate law and financing, legal issues surrounding corporate governance and transactions, M&As, as well as dispute resolution — litigation, mediation, and arbitration.

A landmark case for the firm was the rehabilitation of Japan Leasing Corp, which filed for bankruptcy in 1998 with liabilities of ¥2.3 trillion — almost $18 billion at the exchange rate of the time. It was one of the major corporate failures in the aftermath of the bubble economy. Okuno — who is still chairman of the firm — took the lead in the proceedings, assisted by Fujita, and utilised innovative restructuring methods that went on to become standard practice in corporate rehabilitation cases in Japan.

Business law now accounts for the majority of the firm’s caseload, but it does have lawyers who can cover nearly any field and still undertakes the occasional human rights and criminal case. Shigeki Nomura, a senior partner at the firm who works on a large number of the human rights cases, was the first visually impaired lawyer admitted to the bar in Japan.

“Of course, many businesses ask for our help, and transactional work is a large part of our job; but being able to help individuals who are having difficulties in their lives is one of the most satisfying elements of our work,” observes Fujita.

Whether dealing with business law, criminal law or human rights, the firm’s lawyers are guided by the same tenets of social justice, faithfulness and benevolence, as well as in preserving the samurai spirit of “putting down the strong and helping the weak,” according to Fujita. Building deep relationships with clients so that their businesses and intentions can be truly understood is an extension of those principles, he adds.

As well as a greater shift to specialisation amongst its lawyers — a trend that is evident across the profession — another change for the firm has been an increase in cross-border cases and those involving foreign companies.

In 2013, the firm recruited Swiss attorney Michael Mroczek, who had come to Japan a year earlier to take a Master of Laws (LL.M.) with the intention of returning home after its completion.

Although it took about six months for Mroczek to get used to working in a Japanese environment and for his local colleagues to get used to him, he says he now feels, “part of the family.”

Thanks to Mroczek’s presence, Okuno & Partners has seen an increase in business from European companies that do business in Japan and from Japanese companies that deal with European companies in connection to Swiss law and arbitration, according to Fujita.

Recent assignments have included assisting a Japanese company in acquiring a pharmaceutical company in Switzerland, with the transaction governed by agreements under the laws of both countries. The firm also represented a Japanese company in a dispute against a German company over a licence agreement, which had been made under Swiss law. Okuno & Partners is currently working on the restructuring of a Japanese subsidiary of a Swiss company.

“Interestingly, people in Japan have the impression that Swiss law is neutral; I worked on a case between Japanese and Austrian companies where both parties had agreed for their transactions to be governed by Swiss law,” says Mroczek.

Non-Japanese companies also choose to retain Okuno & Partners because it is seen as a Japanese firm with a profound understanding of Japanese business culture and customs in addition to Japanese law.

“They come to us because they know that we can provide more than just legal advice,” adds Mroczek. “And at the same time we strive to advise our non-Japanese clients the way they are used to being advised in their home jurisdiction. We try to be approachable, responsive and, if necessary, to think outside the box.”

Working in teams on many cases, Mroczek says there are inevitable differences between the perfectionism of his Japanese colleagues and his own more efficiency-driven Western approach, though he believes both sides have learned from each other. “We try to compromise between doing things quickly and doing them perfectly.”

Similar to the way Mroczek and his colleagues have found a middle way between the two working styles, the firm aims to act as an intermediary between European and Japanese businesses.

“Even as business goes global, legal systems vary by country due to their historic circumstances [and] fundamental differences remain. Furthermore, bigger differences exist in cultural backgrounds,” states Fujita. “When European clients do business in Japan and vice-versa, we would like to be a bridge between the two.”  •