About M&A

There are various reasons why M&A is conducted, including the following:

• Want to sell company shares
• Want to sell a part of the business
• Want to acquire a competitor to expand business scale
• Want to acquire a company in a different industry to develop new business
• Want to acquire a part of another company's business
• Want to establish a capital and business alliance with another company
• Want to raise funds by issuing new shares
• Want to merge multiple companies
• Want to establish a holding company
• Want to invest in a company with strong future growth potential

All attorneys at our firm have experience at one of the Big Four or major law firms. Some members have specialized in M&A as their primary practice area at a Big Four law firm and have also worked as financial advisors for M&A at securities firms, allowing us to provide high-quality legal services.

About Business Succession

Small and medium-sized enterprises (SMEs) make up 99% of Japanese companies and support daily life, but many face issues with business succession. According to the Ministry of Economy, Trade, and Industry, the average retirement age for SME owners is around 70, and more than 50% of current SME owners are over 60 years old. Therefore, business succession is an urgent issue for many SMEs. However, the number of SMEs that successfully undergo business succession remains low, and many are forced to close.

Our firm has handled business succession in various forms. One of the main reasons business succession does not progress is that there are not enough experts—lawyers, accountants, and tax advisors—compared to the number of companies facing these challenges. Since business succession is not a frequent occurrence, the number of professionals available for consultation is limited.

As a result, business succession is not always executed in a way that aligns with the interests of all stakeholders, including owners, successors, employees, and business partners. Ensuring that business owners can transition their companies in a satisfactory manner is the most important factor in succession.
The best approach to business succession varies depending on the presence of a successor and the company’s financial health. Our firm prioritizes the intentions of business owners above all else.

Our attorneys have extensive experience handling business succession for private equity (PE) funds and operating companies at Big Four law firms and securities firms, and we continue to handle numerous cases at our firm.

Specific Support Offered

• Proposing and structuring M&A schemes
• Legal review of advisory contracts
• Legal due diligence (DD)
• Preliminary organization of target company shareholders
• Drafting and legal review of NDAs, LOIs, and final agreements
• Negotiation of sale price, representations, and warranties
• Representation and advisory services for permits, registrations, and government filings
• Negotiations with regulatory bodies such as the Fair Trade Commission
• Verification and handling of rights related to key assets such as real estate
• Verification and handling of labor and employment issues related to the target company
• Support for internal procedures such as shareholder meetings
• Handling disputes arising from M&A (negotiation, litigation, etc.)
• Legal support for Post-Merger Integration (PMI)

Major Achievements

In addition to handling numerous business succession cases, our firm has experience with the following transactions:

• Acquisition of a high-end confectionery company by a PE fund
• Hostile TOB by a major domestic hotel company for another hotel company
• Full acquisition of the Japanese listed subsidiary of a publicly traded U.S. apparel brand
• Equity and business alliance through partial investment by a major domestic housing construction company in a department store subsidiary
• Acquisition of a camera lens manufacturer by a domestic listed investment firm with PE fund participation
• Business integration through stock exchange of a publicly traded electrical equipment construction company
• TOB acquisition of a listed auto parts company by a major domestic chemical company
• Full acquisition (TOB) of a listed subsidiary by a major domestic auto parts company

*Includes experience gained at previous law firms by individual attorneys.