M&A

Our firm provides full-service advice and support for mergers, acquisitions and corporate reorganizations, including structuring, strategic planning, due diligence, drafting and negotiation of contracts, filings with regulatory authorities, and post-merger integration. As M&A has become more complex and specialized in recent years, our M&A practice has grown to include a broad range of work, including MBOs and other going private transactions, as well as squeeze-outs of minority shareholders. With regard to hostile takeovers and activist shareholders, we support the drafting and implementation of takeover defenses, and we advise on communications with activist shareholders and on handling shareholder proposals and proxy fights. In privately held companies, we advise retiring founders and managers with large shareholdings on their business succession planning, including structuring and tax considerations. In this work, we collaborate with specialized tax advisers as necessary.
  • M&A and Corporate Reorganizations
  • Hostile Takeover Bids and Shareholder Activism
  • Business Successions

M&A and Corporate Reorganizations

Iwata Godo has been providing clients with legal advice on M&A and corporate reorganizations since the time when M&A was far less prevalent in Japan. We have a wide range of M&A and reorganization experience, including post-merger integration, intra-group restructuring, TOB, and MBO and other "going private", and we also handle disputes with dissenting and minority shareholders concerning exercise of appraosal rights and valuation of shares.




M&A has become much more complex and specialized and, as a result, we have been representing clients in a wide range of roles, including acquirer, target, investor, lender and arranger. Keeping such various roles in mind, we provide comprehensive advice, including (i) strategic planning and structuring, (ii) due diligence, (iii) drafting contracts, (iv) representation in negotiations, and (v) filings and communications with regulators under the Antimonopoly Act, Foreign Exchange and Foreign Trade Act and Financial Instruments and Exchange Act. （Please see Response to Examination on Business Combination for details.） In the course of the M&A process, issues often arise in intellectual property law, employment law and the regulation of the relevant industry, and we handle these issues as well. We are a full service firm, and we take pride in our comprehensive capabilities.




Since tax effects are essential in planning acquisitions and integrations, Iwata Godo advises on the structuring of M&A, taking tax issues into full consideration, and assists clients through the M&A process in cooperation with audit corporations and tax accountants. (Please refer to Taxation for details.)




Recently we have advised acquirers and targets in MBO and other "going private" and squeezing out of minority shareholders, including structuring issues and measures to ensure fairness. In addition to advising acquirers and targets, we also have extensive experience 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 advise on legal adequacy and contractual terms and conditions.




In addition to our accomplishments in M&A in Japan, Iwata Godo has also gained extensive experience in cross-border M&A as our Japanese clients expand internationally. We have assisted our Japanese clients in their acquisitions of overseas subsidiaries and infrastructure, and in their business collaborations in various countries. In our cross-border work, we collaborate with law firms in many countries in due diligence, contractual negotiations, and competition law procedures. (Please refer to International Practice for details.)

Hostile Takeover Bids and Shareholder Activism

Recently, as corporate governance reforms progress, there have been an increasing number of cases in which activists request listed companies to hold active dialogue and negotiations concerning management. In responding to activists, it is important to respond strategically from an early stage, keeping in mind not only dialogue and negotiations, but also escalation to requests for inspecting and copying documents, shareholder proposals, requests for convening shareholders' meetings, and hostile takeover bids.




Iwata Godo has many achievements in handling activist shareholders at listed companies. With a thorough understanding of our clients' businesses, financial situation and corporate culture, we provide strategic advice on dialogue and information dissemination, as well as comprehensive support, including proxy fights and litigation.




With respect to hostile takeover bids, we have a proven track record not only in responding to emergencies but also in making preparations in advance, such as poison pill defense strategies. In addition, from the standpoint of ensuring the independence and objectivity of a takeover defense, the role of the independent committee, which consists of independent outside officers and other members, has recently become more important. We support clients in takeover defenses as a member of or advisor to the independent committee.

Business Successions

For privately owned companies, Iwata Godo provides services in accordance with the needs of the owner-managers and the shareholders in the founder's family. We advise on the planning and structuring of business successions, and assist in the drafting and probate of wills, taking into account inheritance tax and gift tax issues, and collaborating with tax accounting firms.

Publications Related to M&A

  • 202504

    "Even large companies with high market capitalization can be targets of hostile takeovers"

    An interview with Mori Shunsuke appeared in article titled "Even large companies with high market capitalization can be targets of hostile takeovers"
    Publisher: Web MARR dated April 8, 2025

    Author：
    MORI Shunsuke　
  • 202504

    Nidec vs. Makino: The Invisible 'White Knight' stock prices remain high

    A comment by Ito Hiroki was featured in an article titled "Nidec vs. Makino: The Invisible 'White Knight' stock prices remain high"
    Publisher: The April 21 Nikkei (online edition)

    Author：
    ITO Hiroki　
  • 202503

    "TOB's' coercive nature 'appeared in the Nideck and Makino Fries Offensive"

    Yamada Kohei's comment is available in the article titled "TOB's' coercive nature 'appeared in the Nideck and Makino Fries Offensive"
    Publisher: Nihon Keizai Shimbun dated March 18, 2025

    Author：
    YAMADA Kohei　
  • 202501

    "TOBs Without Prior Notice"

    The January 24 Nikkei carries a comment by Yamada Kohei in its article "TOBs Without Prior Notice"
    Publisher：The January 24 Nikkei

    Author：
    YAMADA Kohei　
  • 202409

    Okamura Yu authors a commentary on the SMEA's "'M&A Guidelines for Small and Medium Enterprises" (Shoji Homu Portal website)

    Author：
    OKAMURA Yu　

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Lectures, Seminars and Conferences Related to M&A

  • 202411

    For Shoji Homu's "Business Law School" seminar series, Ito Hiroki and Mori Shunsuke give a seminar "Preparing for Activist Shareholder Proposals"

    Speaker： ITO Hiroki　 MORI Shunsuke　

  • 202404

    Together with Singapore law firm Drew & Napier and Drew Network Asia, IG co-hosts a well-attended seminar "Investing in ASEAN Countries: Update on Legal Issues"

    Speaker： MATSUDA Akira　 BEPPU Fumiya　 YAMADA Kohei　

  • 202312

    Ito Hiroki and Mori Shunsuke gave a seminar "Dealing With Shareholder Proposals and Demands for Convocation of Shareholder Meetings" for Shoji Homu's "Business Law School" seminar series

    Speaker： ITO Hiroki　 MORI Shunsuke　

  • 202204

    Ito Hiroki and Mori Shunsuke conducted a seminar "Practical Response to Shareholder Proposals and Requests for Convocation of Shareholders Meetings - from Discovery of Signs and Clues to Precautions not to be in a Panic in an Emergency -" in the BUSINESS LAW SCHOOL hosted by SHOJIHOMU CO., LTD.

    Speaker： ITO Hiroki　 MORI Shunsuke　

  • 202201

    Ito Hiroki and Kudo Ryohei conducted a seminar "Venture Capital and Business Alliances: Intellectual Property Strategies and Risks", sponsored by Business & Law LLC.

    Speaker： ITO Hiroki　 KUDO Ryohei　

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News Related to M&A

  • 202504

    22 lawyers of our firm were recognized in The Best Lawyers in Japan 2026.

    Best Lawyers
    ■ Antitrust / Competition Law
    TOJI Yoshihiro
    IZUMI Atsushi

    ■ Banking and Finance Law
    TOJI Yoshihiro
    SAKAMOTO Tomoko
    MATSUDA Takao

    ■ Corporate and Mergers and Acquisitions Law
    MOTOMURA Takeshi

    ■ Corporate Governance and Compliance Practice
    YOSHIHARA Tomomichi

    ■ Insolvency and Reorganization Law
    TAGO Shinya
    MOTOMURA Takeshi
    URANAKA Hirotaka

    ■ Labor and Employment Law
    TAGO Shinya

    ■ Litigation
    TOJI Yoshihiro
    WAKABAYASHI Shigeo
    MOTOMURA Takeshi
    YOSHIHARA Tomomichi
    URANAKA Hirotaka

    ■ Tax Law
    MUTOU Yuuki


    Best Lawyers - "Ones to Watch"
    ■ Antitrust / Competition Law
    OKAMURA Yu
    MATSUHASHI Sho

    ■ Arbitration and Mediation
    NAKAMURA Saeko
    MIURA Takashi

    ■ Corporate and Mergers and Acquisitions Law
    OKAMURA Yu
    SASAKI Tomoo
    FUKATSU Haruno
    FUKUCHI Takumi
    KITAGAWA Hiroki
    TOYOOKA Hiroto
    MATSUHASHI Sho

    ■ Information Technology Law
    ADACHI Makoto

    ■ Intellectual Property Law (Non-Patent)
    ISHIKAWA Hiroaki

    ■ Labor and Employment Law
    NAKAMURA Saeko
    KITAGAWA Hiroki

    ■ Privacy and Data Security Law
    HORITA Koji

  • 202412

    The December 2 Nikkei carries a comment by Izumi Atsushi in its article "Special Committees Become More Important in M&A: High Court Ruling on the FamilyMart TOB Price"

  • 202409

    The September 2 Nikkei carries a comment by Ito Hiroki in its article "First Crackdown on Wolf Packs for Violating Stock Ownership Reporting Rules"

  • 202404

    20 lawyers of our firm were recognized in The Best Lawyers in Japan 2025.

    Best Lawyers
    ■ Antitrust / Competition Law
    TOJI Yoshihiro

    ■ Arbitration and Mediation
    UEDA Atsushi

    ■ Banking and Finance Law
    TOJI Yoshihiro
    SAKAMOTO Tomoko
    MATSUDA Takao

    ■ Corporate and Mergers and Acquisitions Law
    MOTOMURA Takeshi

    ■ Corporate Governance and Compliance Practice
    YOSHIHARA Tomomichi

    ■ Insolvency and Reorganization Law
    TAGO Shinya
    MOTOMURA Takeshi
    URANAKA Hirotaka

    ■ Labor and Employment Law
    TAGO Shinya

    ■ Litigation
    TOJI Yoshihiro
    WAKABAYASHI Shigeo
    MOTOMURA Takeshi
    YOSHIHARA Tomomichi
    URANAKA Hirotaka


    Best Lawyers - "Ones to Watch"
    ■ Antitrust / Competition Law
    ISHIKAWA Teppei

    ■ Arbitration and Mediation
    SAITO Hiroki
    NAKAMURA Saeko

    ■ Corporate and Mergers and Acquisitions Law
    KARASAWA Akira
    IKEDA Minako
    YAMADA Kohei
    SUZUKI Tomohiro
    FUKUCHI Takumi

    ■ Information Technology Law
    SAITO Hiroki

    ■ Intellectual Property Law (Non-Patent)
    ISHIKAWA Hiroaki

    ■ Labor and Employment Law
    KITAGAWA Hiroki

    ■ Privacy and Data Security Law
    HORITA Koji

  • 202206

    The June 10 Nikkei carried a comment by Yoshihara Tomomichi in its article on an acquisition-related shareholder resolution at Toyo Construction.

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Practice Areas

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