M&A

Iwata Godo has been involved in many mergers, acquisitions and integrations of corporations since the time when M&A was far less prevalent in Japan. As such, we have a proven track record 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 hostile takeover bid, including defense measures against it, and (vi) responding to a lawsuit 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 has become much more complex and specialized and, as a result, we advise and represent clients in various roles, including acquirer, target, arranger and provider of financing. We provide a wide range of comprehensive legal advice, including (i) structuring, (ii) conducting due diligence, (iii) representation in contract negotiations, and (iv) filing notifications and reporting to the supervising authorities under the Antimonopoly Act and the Financial Instruments and Exchange Act. We further offer comprehensive legal services covering such areas as (i) M&A closings, (ii) handling of legal issues arising in PMI (Post Merger Integration) related to the Intellectual Property Law and the Labour Law and (iii) responding to litigation demanding purchase of shares brought by dissenting shareholders and filings for decision for purchase price of shares. We take pride in the range of legal services we offer as one of the manifestations of our comprehensive capability.

Since 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 assists clients through the M&A process in cooperation with audit corporations and tax accountants.

Recently we have seen an increase in cases involving MBO and other “going-private” or squeezing out of minority shareholders where we provide advice, as legal counsellor to either the acquirer or the target, on such issues as examination of the scheme and measures to prevent conflict of interests. We also have experiences in M&A in various other capacities, including as members of a “special committee”, “independent committee”, “third party committee”, and “committee for evaluation of the company value”, where we advised on the adequacy of the M&A.

In addition to our accomplishments in domestic M&A, Iwata Godo is also experienced in cross-border M&A. We have assisted clients in acquisitions of overseas businesses, including contract negotiations, due diligence and cooperation with overseas companies and law firms. 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.)