Corporate Legal Affairs for Manufacturers and Producers

Our experience as legal counsel in the manufacturing industry and the laws at issue

当事務所に所属する弁護士は、東京、大阪、神奈川、横浜、名古屋、静岡、九州等の自動車産業をはじめ素材メーカー、加工メーカー、食品メーカーなど多様な製造業の顧問弁護士及び社外役員等の実績を有しております。製造業は多くの法的規制の対象となっており、これらの法律を理解し遵守することは、企業の健全な経営と社会的責任を果たす上で極めて重要です。どのような法律がこの分野でどの場面で問題となるかの観点は、経験を有していなければ迅速に判断できないこともありますが、当事務所はその実績と経験を有しております。以下では、製造業に関わる主要な法律について解説します。

1. labor-related laws and regulations, and the Occupational Health and Safety Law

The application of labor-related laws and regulations, with the Labor Standards Law at the top of the list, is a must in the manufacturing industry. In addition to managing working hours, companies must comply with revisions to labor laws and regulations in a timely manner, or risk losing money. In addition, in order to ensure the proper implementation of rules for employees, it is essential not only to maintain work rules, but also to provide operational aspects and evidence of such rules. In addition, the Occupational Health and Safety Law, which aims to ensure the safety and health of workers in the workplace and to promote the creation of a comfortable work environment, is an area of law that cannot be ignored, but it often becomes an issue in relation to worker disputes and requires a firm response.

Major Occupational Health and Safety Law regulations:

  • Obligation to appoint managers, etc. according to the size of the workplace
  • Compliance with safety standards for hazardous operations
  • Obligation to provide periodic safety and health training
  • Periodic measurement and improvement of the working environment
  • Regulations on the handling of hazardous substances

Manufacturing plants must comply with various regulations under the Occupational Health and Safety Law. Part-time and periodic employees are also included in the "workers" category, so the safety of all employees must be ensured. Ministry of Health, Labor and Welfare

PRODUCT LIABILITY LAW (PL LAW)

THE PRODUCT LIABILITY LAW (PL LAW), ENACTED IN 1994, PROVIDES FOR A SYSTEM WHEREBY A VICTIM CAN SEEK COMPENSATION FROM A MANUFACTURER, ETC. FOR DAMAGES TO LIFE, BODY, OR PROPERTY CAUSED BY A DEFECT IN A PRODUCT. IN ADDITION, IN THE PREPARATION OF INSTRUCTION MANUALS, IT IS NECESSARY TO COMPLY WITH THE REQUIREMENTS OF THE LAW, AS THE DESCRIPTION MAY BE RECOGNIZED AS A DEFECT IN THE LABELING.

It is also important to comply not only with the PL Law but also with related laws and regulations such as the Consumer Products Safety Act, the Electrical Appliance and Material Safety Act, and the Household Goods Quality Labeling Act, depending on whether the manufacturing industry is BtoB or provides products for consumers.

Main Regulations:

  • Introduction of "no-fault" liability of manufacturers, etc. (liability without negligence)
  • Clarify the definition of "defect" and the scope of the workmanship
  • Location and Scope of Liability for Damages

The purpose of the Product Liability Law is to ensure prompt and appropriate relief for victims by making manufacturers and others liable for "product liability. This law requires manufacturers to focus more on ensuring the safety of their products. Consumer Affairs Agency

Key Points for B-to-C Sales

In addition, companies that have been dealing mainly with corporate subcontracting transactions need to deal with various consumer-related laws when they sell directly to consumers as a BtoC business.

3. environmental laws and regulations

The manufacturing industry is subject to a variety of environmental regulations because of its potentially significant impact on the environment.

Major environmental laws and regulations:

  • Air Pollution Control Law: Regulation of factory emissions
  • Water Pollution Control Law: Regulation of factory effluent
  • Waste Disposal and Public Cleansing Law: Proper Disposal of Industrial Waste
  • Chemical Substances Examination and Regulation Law (Chemical Substances Control Law): Regulation of manufacture and import of chemical substances
  • Plastic Resource Recycling Law: Regulations governing the design, manufacture, sale, and discharge of products that use plastic.

In particular, environmental regulations have tended to become more stringent in recent years, requiring manufacturers to review their production processes and invest in equipment in an increasing number of cases. Reducing environmental impact is also becoming increasingly important as a corporate social responsibility. Bureau of Environment, Tokyo Metropolitan Government

4. antitrust law

独占禁止法（私的独占の禁止及び公正取引の確保に関する法律）は、公正かつ自由な競争を促進するための法律で、製造業にも適用されます。独占禁止法には様々なガイドラインがあり、優越的な地位の濫用、知的財産権にかかわるもの、販売時の流通にかかる再販売価格の拘束、拘束条件付き取引など不公正取引となりうる様々な類型があります。また、既存のガイドラインにのみならず公正取引員会が実態調査に乗り出し調査報告書を作成した分野に関しては、今後の規制強化や運用面の変化への影響も考えられることから常に最新の状態を把握しておく必要があります。ただし、中小企業や中堅企業がなかなか法律違反だと取引先にお話しできない場合、どのように交渉するかなどのアイディアの助言についても当事務所では経験値を有しています。

Main Regulations:

  • Prohibit unfair restraint of trade, such as price cartels and bid rigging
  • Prohibit manufacturers from unreasonably restricting the sales methods and prices of dealers
  • Prohibition of private monopolies
  • Prohibition of unfair trade practices (e.g., unfair low-pricing, abuse of a superior bargaining position, etc.)
  • Intellectual Property and Antitrust
  • Areas related to trade and distribution; prohibition of resale prices

If a manufacturer imposes restrictions on wholesalers or retailers in terms of selling prices, products handled, sales territories, business partners, etc. (vertically restrictive acts), it may be a violation of the Antimonopoly Law. Fair Trade Commission

5. 下請法（下請代金支払遅延等防止法：改正後：受託中小企業振興法）

下請法は、下請事業者の利益を保護するために、親事業者の不公正な取引行為を規制する法律です。なお、当事務所の所属弁護士は中小企業庁下請け駆け込み寺事業の仲裁人候補者に登録しています。また、価格転嫁の対策についても大企業と交渉できるような仕組みづくりをどう行うか。1000件を超える中小企業の現場での相談事例を踏まえノウハウを有しております。

Main Regulations:

  • 原材料口頭による取引先企業への価格転嫁のための体制整備
  • (Prohibition of delay in payment of subcontract proceeds)
  • (Prohibition of reduction of subcontract proceeds)
  • Obligation to Deliver Purchase Order Documents
  • Obligation to keep transaction records (5 years)
  • Prohibition of Rejection of Receipt
  • Prohibition of returns
  • Prohibition of buyouts
  • Response to survey by Small and Medium Enterprise Agency, etc.

Transactions to which the Act against Delay in Payment of Subcontract Proceeds applies are divided into four types: "manufacturing consignment," "repair consignment," "information deliverables creation consignment," and "service consignment," and apply to a wide range of industries from manufacturing to services. The classification of parent and subcontractors is made according to the size of capital. Fair Trade Commission

6. protection of intellectual property rights and management of trade secrets

As a manufacturing company, how to establish protection of intellectual property for your products is an important matter. We propose a trade secret management system according to the size of your company. We provide advice on the maintenance and operation of employee invention regulations, a system for discovering patents, and a system that covers multiple legal fields, including trade secret management and securing the right of prior use under patent law (the right to compete with the patent prefecture even if the patent right has not been granted). Since there is also the reality of small and medium-sized enterprises being unknowingly exploited for technical information in major business practices, we advise them on operations to better protect their own technology by establishing awareness and rules for transactions and negotiations. In addition to the mere establishment of rules and regulations, we can also provide support for internal study sessions aimed at developing internal understanding and human resources.

The figures below are taken from the JPO, Toward Smooth Use of the Prior User's Right System - For Strategic Know-how Management (2nd Edition).

7. other important laws

  • 工場のDX化とIT分野の問題、自社倉庫のロボット化による契約の留意点
  • Factory Location Law: Regulations on the location of factories
  • Various intellectual property and competition laws
  • Electrical Appliance and Material Safety Law: Safety Standards for Electrical Products
  • Consumer Product Safety Act: Ensuring the safety of products used in the daily lives of general consumers
  • Energy Conservation Law: Rationalization of Energy Use
  • Law Concerning the Promotion of Chemical Substances Management (PRTR Law): Monitoring and Control of Chemical Substance Emissions
  • Law for Promotion of Effective Utilization of Resources: Promotion of 3R (Reduce, Reuse, Recycle)
  • Various other technical standards, etc. Requests for automation and digitalization for quality assurance

summary

The manufacturing industry is subject to a wide variety of laws and regulations, and compliance with these laws is important not only for fulfilling corporate social responsibility but also for risk management. In recent years, in particular, manufacturers are required to establish even more legal compliance systems in response to tighter environmental regulations and increased product safety requirements.

Companies engaged in the manufacturing industry must keep abreast of trends in related laws and regulations and establish internal systems to ensure compliance with laws and regulations. Particular attention should be paid in the areas of occupational health and safety, product safety, environmental protection, and fair trade, as penalties for violations are becoming increasingly severe. We also have experience in handling lawsuits related to business transactions in various manufacturing industries, so please feel free to contact us for more information.