M&A / Corporate Restructuring

M&A is an important tool for business transfers, increasing the value of companies through synergistic effects including streamlining and increased productivity, and launching or bolstering a business unit by acquiring a growing company.

In domestic and cross-border (both inbound and outbound) M&A and corporate restructuring matters, we will first make sure that we understand our client’s motives for entering into the transaction as well as the scale and economic benefits of the transaction, and we will then inform our client of any legal issues and appropriate deal structures that we have identified. We will then draft, review, and negotiate agreements that maximize the benefits for our client, perform the necessary due diligence, and advise on the procedures for the acquisition (including obtaining approvals, permits, and licenses in connection with the relevant laws and regulations, such as labor and antitrust laws). Our firm has extensive experience and know-how in representing both buyers and sellers and can take the lead in handling a project together with our clients.

We can also serve as a one-stop shop upon request, working in close cooperation with other professionals in Japan and abroad, including M&A advisory firms, accounting advisors, and tax advisors. Please see “Our Firm’s Network”.

Representative matters in which our attorneys have been involved

• Extensive experience in handling acquisitions by both publicly held and privately held companies (in industries such as leasing, entertainment, jewelry, mail-order, electronic parts, construction, and Type I financial instruments).
• Have worked on many capital and business alliances between publicly held domestic companies and foreign companies (in industries such as finance, auto parts, real estate, IT and apparel).
• Have been involved in many acquisitions by sponsors in civil rehabilitation proceedings.

Publications

• Legal significance of representations and warranties in M&A
• Soil contamination and the seller’s duty of explanation
• Restructuring and reorganization of schools (Shoji Homu)