Syndicate Legal Advisory Services prepares the complete legal documentation package required to list a company’s shares, or Japanese Depositary Receipts representing them, on the Tokyo Stock Exchange’s Prime, Standard, or Growth Market, or on the TOKYO PRO Market. Working alongside the company’s management, the lead managing underwriter (or the J-Adviser for a TOKYO PRO Market listing), independent auditors, and the company’s shareholder services agent, we draft, assemble, and organize every document the Exchange and the Japanese securities regulators require — for an initial public offering in Japan, a direct listing, a secondary listing by a company already listed in the United States, or a transfer between TSE market segments — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application and market-segment analysis — written assessment of the company against the listing criteria for each TSE segment (tradable-share market capitalization, tradable-share ratio, number of shareholders, profit or revenue tests for Prime and Standard, and the business-plan and growth-potential review for Growth) and the TOKYO PRO Market’s J-Adviser-based eligibility, together with the foreign-issuer accommodations available at each level, with a gap memo identifying the achievable market and what must be addressed before filing.
Exchange listing application package — preparation of the Listing Application and its two principal supporting documents (the Part I document presenting the company and the Part II document on its business, governance, and compliance systems, or the TOKYO PRO Market equivalents), the Written Oath, the Listing Agreement, the share-distribution and shareholder schedules, and all supporting exhibits, in Japanese or in English where the Exchange’s foreign-issuer provisions permit.
FIEA disclosure documents — drafting and coordination of the Securities Registration Statement for a public offering in Japan and the prospectus delivered to investors, or the Securities Notice and listing-related disclosure for a listing without a Japanese offering; for TOKYO PRO Market, the Issuer Filing Information in place of the full FIEA registration; and the documentation relying on the English-language disclosure accommodations available to foreign companies, with the required Japanese-language summaries.
U.S. securities law coordination — Regulation S structuring for the Japanese offering, confirmation that the listing creates no new Securities Act or Exchange Act registration obligation, conforming disclosure in the company’s Forms 10-K, 10-Q, and 8-K, and reconciliation of the Japanese and U.S. disclosure timetables so that one event is announced consistently in both markets.
Corporate governance documents — board resolutions and shareholder approvals authorizing the listing; any charter or bylaw amendments needed to satisfy TSE requirements for the chosen segment; documentation of the company’s position under Japan’s Corporate Governance Code (comply-or-explain, with the stricter expectations for Prime), including independent director appointments, board committee structures, and the Corporate Governance Report filed with the Exchange; and, for foreign issuers, the comparison of home-country governance practices the Exchange requires.
Internal control and audit documentation — the internal control framework and management’s report required under the FIEA (J-SOX) for Prime and Standard listings, auditor engagement and independence confirmations (including foreign auditor registration where a non-Japanese firm audits a foreign issuer), and the financial statements in the GAAP the Exchange accepts for a foreign issuer (U.S. GAAP, IFRS, or Japanese GAAP, with the required reconciliations or notes).
Settlement, depositary, and shareholder services documentation — JASDEC book-entry eligibility, the shareholder services agent appointment, securities-code allocation, and, for a JDR structure, the trust deed, depositary agreement, and JDR terms and conditions with the issuing trust bank.
Timely disclosure and insider compliance — TDnet timely-disclosure procedures, insider trading policies and the Japanese insider-registration regime, large-shareholding and tender-offer reporting triggers under the FIEA, and integration with the company’s existing U.S. Regulation FD and Section 16 procedures.
Exchange and regulator correspondence — preparation of responses to TSE listing examination inquiries (including the Japan Exchange Regulation review), to the Kanto Local Finance Bureau on any Securities Registration Statement, and to the lead underwriter’s or J-Adviser’s due-diligence requests.
Post-listing compliance toolkit — a bilingual calendar and template set for ongoing TSE and FIEA obligations: the annual Securities Report, quarterly and semi-annual reporting as applicable, extraordinary reports, timely disclosure, the annual Corporate Governance Report, continued-listing criteria monitoring (including the segment-specific criteria introduced in 2022), and the interaction with the company’s U.S. reporting calendar, delivered at closing.
Deliverable: a fully assembled, indexed listing application binder (electronic and hard copy) with a filing checklist and a reviewer-ready version of each document for execution by the company’s Japanese officers.
Engagement structure: flat-fee document preparation, scoped by market segment (Prime, Standard, Growth, or TOKYO PRO Market), structure (direct share listing or JDR), and listing track (Japanese IPO, direct or secondary listing, or segment transfer), with milestone billing tied to the pre-application memo, draft package, and final submission.