NISHIMURA & PARTNERS
December 18, 2002
Securities and Exchange Commission
Attention: Jonathan G. Katz, Secretary
Dear Mr. Katz:
Re: Implementation of Standards of Professional Conduct for Attorneys
File No. S7-45-02
Nishimura & Partners is one of the largest law firms in Japan, having over 130 lawyers at our Tokyo office.
We are writing with respect to the Commission's proposed rule, pursuant to Section 307 of the Sarbanes-Oxley Act, to establish standards of professional conduct for attorneys who "appear and practice before the Commission in any way in representation of issuers" (the "Proposed Rule"). We are greatly concerned with the potential application of the Proposed Rule to attorneys that are qualified to practice in jurisdictions other than the United States ("Foreign Attorneys").
The Commission has already received a submission from the Japan Federation of Bar Associations (the "JFBA") dated December 14, 2002 setting out the JFBA's objections to the Proposed Rule. We share many of the JFBA's concerns. In brief, we suggest that the Proposed Rule:
(a) would infringe upon the autonomous authority of the JFBA to regulate and discipline the conduct of attorneys that are qualified to practice law in Japan ("Japanese Attorneys");
(b) would require Japanese Attorneys that are even tangentially involved in the representation of an issuer to interpret, apply and advise upon U.S. law;
(c) would significantly conflict with the statutory duty of confidentiality imposed upon all Japanese Attorneys; and
(d) fails to reflect that Japanese Attorneys generally play only a supporting role in the representation of Japanese issuers before the Commission.
We urge the Commission to take the foregoing into consideration when revising the Proposed Rule. In support of the JFBA submission, our strong preference would that an exemption be provided to Foreign Attorneys, and in particular Japanese Attorneys. If the Commission elects not to grant such an exemption, we respectfully suggest that the Proposed Rule be revised to more appropriately accommodate the above referenced competing requirements to which Japanese Attorneys are subject.
Please feel free to contact the undersigned should you have any questions concerning this letter. We would welcome the opportunity to provide further assistance.
Nishimura & Partners
Mr. Akira Kosugi, Managing Partner