M&A, Joint Ventures and Corporate Alliances

Overview

We regularly assist our clients in acquiring Japanese companies and selling Japanese operations. We can handle all types of M&A, including share acquisition, mergers, business transfers, company splits, and share exchanges. We also offer experienced counsel on forming joint ventures and other forms of corporate alliances with Japanese companies.

Practice Areas

M&A structuring

There are a lot of scheme/structures for mergers and acquisitions. You will need to consider the pros and cons of every option—from the legal perspective, tax implications, and the accounting point of view—and we take pride in our ability to answer the full range of our clients’ important questions in strategic planning and M&A structuring.

Legal due diligence

The first step in M&A is always to perform legal due diligence on the target company/business to unearth all the potential risks which may affect a client’s decision. Our scrutiny includes the target’s corporate organization, property and assets, active litigations and potential disputes, important agreements, intellectual property rights, labor affairs, business licenses, and state of regulatory compliance. We will form a team composed of experts covering all these areas as they apply to each client and conduct prompt, thorough due diligence.

Documentation

We draft all the documents necessary for M&A and provide advice on negotiation of contracts. This includes NDAs, memoranda of understanding, share transfer agreements, business transfer agreements, merger agreements, closing documents, and any other documents required for a given corporate action.

Post-merger integration

We assist our clients to realize all the benefits of integrating and working with their target acquisition under the new corporate structure, after the M&A.

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