M&A

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.)

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.

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.