The Roles of Lawyers in U.S.-Japanese Business Transactions

This article deals with the organization, qualifications and roles of lawyers in U.S.-Japanese transactions, with emphasis on the liaison lawyer. It is not easy for the liaison lawyer to define his specialty because it is determined by the transactions, and they sprawl across the borders of two or more countries and cut across multiple fields of substantive law. Some awkward professional problems and postures can result. First, there are unusual threshold problems of language and multiple bar membership, different professional ethics and scopes of practice, and conflicting governing laws.

Then once in the practice, the liaison lawyer's inventory of useful doctrine, even when it is limited bilaterally to the U.S. and Japan, covers most of the law of both countries, plus relevant international and third country law. If he attempts to marshall such a body of law systematically, he risks superficiality or submersion in contingent detail. As a result he is reduced to the legal problems of specific transactions between specific countries for something manageable to discuss.This is especially true standpoint of the U.S. businessman, realizing of course that there is usually a corresponding transaction from the Japanese side. The fact that post-war capital-flow has been toward Japan means, however, when the discussion gets to the subject of the organization and roles of the several lawyers required to handle the more complex transactions.