A code of conduct is a set of rules adopted by transnational corporations (“TNCs”) to regulate mainly working conditions and the management of contract factories. TNCs adopted codes of conduct to cope with the rising criticisms from the public in late 1980s and 1990s about unfair labor practices in contract factories in Third World countries. As the globalization of the economy progressed, like American TNCs, Japanese TNCs also transferred their production bases to developing countries like China, Vietnam, Malaysia and Indonesia in search of low wage labor. The development of a code of conduct in Japan is, however, quite different from that of American TNCs, and is very domestic and, in a sense, very “Japanese.” The purpose of this Note is to analyze, from a legal point of view, the development of Japanese codes of conduct and legal risks under Japanese law concerning unfair labor practices in foreign contract factories. Finally, this Note hypothesizes about the direction of the evolution of Japanese codes of conduct