wata Godo has been involved in many cases in the area of mergers, acquisitions and integrations of corporations since the time when so-called M&A was far less prevalent in Japan. As such, we have proven track record of experience dealing with various cases in this area including (i) friendly acquisition and integration of business, (ii) restructuring of group companies, (iii) M&A of a listed company through a takeover bid, (iv) “going-private” cases including MBO, (v) a case of hostile takeover bid (including introduction and execution of defence measures against it) and (vi) responding to a litigation demanding purchase of shares filed by dissenting shareholders and to a filing for decision of purchase price for shares held by minority shareholders who were to be squeezed out.
Today M&A cases have become much more complex and specialized and, as a result, we are requested to advise or represent clients in various positions such as a party intending an M&A (including an arranger thereof), a target company of an M&A and a financier of an M&A. We provide wide range of comprehensive legal advice from (i) drawing up the scheme, (ii) conducting due diligence, (iii) representing the client in contract negotiation to (iv) filing notifications and reporting to the supervising authorities that are required by such laws as the Antimonopoly Act and the Financial Instruments and Exchange Act, in accordance with requirements in each case which in turn depend on, among others, the position of the client in the M&A procedure in question. We further offer comprehensive legal services covering such areas as (i) the closing of M&A, (ii) handling of legal issues arising in the process of PMI (Post Merger Integration) related to the Intellectual Property Law and the Labour Law and (iii) responding to the litigation demanding purchase of shares brought by dissenting shareholders and filing for decision for purchase price of the shares. We take pride in the range of legal services we offer as one of the manifestations of our comprehensive capability.
Given the fact that tax effects are of essential importance in planning M&A, Iwata Godo advises on the structuring of M&A taking tax aspects into full consideration and assist the clients through the M&A process in cooperation with audit corporations and tax accountants.
Recently we have seen increase in cases involving MBO and other “going-private” or squeezing out of minor shareholders where we provide advice, as legal counsellor to the party either intending an acquisition or being a target thereof, on such issues as examination of the scheme and measures to prevent conflict of interests. We also have experiences being involved in M&A process in various capacities other than the party intending an acquisition, such as, for example, being appointed as members of “special committee”, “independent committee”, “third party committee”, “committee for evaluation of the company value” where we were consulted on the adequacy of the M&A itself and/or its conditions.
In addition to our accomplishments in domestic M&A cases, Iwata Godo is also experienced in cross-border M&A cases through assisting our clients in processes of acquisition of overseas business basis and cooperation with companies located in the country in which cases we conducted due diligence in cooperation with local foreign law firm and attended contract negotiations. We are sharply expanding our international practice in this area as our clients expand their business abroad. (Please refer to the section on international practice for details.)
Publications Related to M&A
Ito Hiroki's commentary titled "Securities and Exchange Surveillance Commission Publishes 'Recommendation to Impose an Administrative Penalty Order against an Employee of NIHON CHOUZAI Co., Ltd., who Recommended Transactions Related to Important Facts’” is available on the Shoji Homu Portal Site.
- ITO Hiroki
Tomita Yusuke's commentary titled "The Ministry of Economy, Trade and Industry Releases the Separate Volume of 'Nine Actions' which Describes Roles of CFO, Officer in charge of Legal Affairs and Outside Directors for Successful Cross-border M&A" is available on the Shoji Homu Portal Site.
- TOMITA Yusuke
Izumi Atsushi authored an article titled "M&A Keeping in Mind the Post-Merger Integration" which appears as the 9th article of the series "At the Base of Laws" on page 2 of Kinyu Keizai Shimbun on December 3, 2018.
- IZUMI Atsushi
Izumi Atsushi's commentary titled "The Ministry of Economy, Trade and Industry Revised the 'Guidelines for Taking Advantage of Spin-off Approach'" is available on the Shoji Homu Portal Site.
- IZUMI Atsushi
Ito Hiroki and Yamada Kohei co-authored an article entitled "Important Points in Acquiring Shares of a Share Certificate-Issuing Company that does not Issue a Share-Certificate - Based on Case Studies of Business Succession," which appears in Business Law Journal No. 126.
Lectures, Seminars and Conferences Related to M&A
Sato Shuji delivered a lecture concerning taxation on reorganization in the Advanced Course (54th) of training in National Tax College of National Tax Agency.
Speaker： SATO Shuji
- Dispute Resolution and
- Economic Law and
the Competition Law
- Intellectual Property Law and Information Technology Law
- Bankruptcy Law and
Corporate Reorganization/ Rehabilitation
- Labour Law
- Environmental Law and
Large-Scale Environmental Litigation