Planning and Design of Corporate Alliances and Mergers

Our skilled team of M&A attorneys have decades of experience in assisting clients with both their domestic and cross-border M&As. Whether we are engaged right from the planning stage or after the M&A has gotten underway, Matsuo & Kosugi has the skills needed to advise on a broad range of M&A tasks such as share assignments, business transfers and the underwriting of investments.  
We also provide M&A services related to the following legal matters;

  • Corporate alliances
  • Incorporation-type company splits
  • Absorption-type company splits
  • Joint share transfers
  • Third party allocation of shares
Due Diligence

Conducting a meticulous due diligence review ahead of an acquisition is an imperative step in any M&A transaction. At Matsuo & Kosugi, we provide our clients with thorough due diligence reviews based on our years of experience and knowledge of Japanese business practices. As a firm with many seasoned trial lawyers, we also have a keen eye for spotting issues which could give rise to litigation.
Our due diligence reviews often include the following items, but we also offer limited scope due diligence reviews which focus on a particular area:

  • Whether a target company has any off-balance-sheet or contingent liabilities
  • If any material issue exists that may hamper the business continuity of the target company
  • Vetting of officers and employees
  • Compliance audit to confirm compliance with relevant industry regulations
  • Review of target company’s corporate structure, share ratios, assets (including intellectual property rights), day to day business operations, and its transactions with financial institutions
  • Analysis of insurance coverages
  • Risk analysis of current or potential disputes
  • Assisting in sellers with providing a valuation for their company considering due diligence issues
Drafting of M&A Contracts

After completion of the due diligence process, Matsuo & Kosugi then works closely with clients who wish to proceed with the transaction to formulate a deal structure that works best for them. While many transactions proceed by way of a share purchase agreement, our flexible team of draftsmen may recommend that the deal proceed by way of a business transfer, such as when the target company has contingent liabilities, or through a de-merger when that would better achieve the client’s goals. 
Services we offer in this regard include:

  • Assisting clients with choosing the most suitable structure for their transaction
  • Drafting of all necessary contracts and ancillary documents
  • Negotiate deal terms with counterparties on behalf of clients
  • Acting as local counsel in the context of large, multi-jurisdictional mergers and drafting of Japan compliant documents
Anti-Monopoly Act and Foreign Exchange and Foreign Trade Act (related to M&A)
If an M&A transaction is subject to a preliminary notification under the Japanese Anti-Monopoly Act, our team stands ready to help you navigate the often complicated regulatory framework under the act. Similarly, we also provide assistance to clients whose M&A transaction is subject to regulation under the Foreign Exchange and Foreign Trade Act by performing the relevant searches, making inquiries to the related authorities, and providing advice on how to best move forward.