Corporate Alliances, M&A,
and Business Restructuring

In recent years, there has been a rapid increase in the number of cases in which corporate alliances, mergers and acquisitions, and business restructuring are chosen due to various needs such as business expansion, development, liquidation, investment, and business succession.

We handle a wide variety of cases combining legal methods, including share transfer, new share issuance, merger, corporate separation, business transfer, share exchange, takeover bid, civil rehabilitation proceedings, or corporate reorganization proceedings. We provide legal services in selecting the most appropriate plan for each case, conducting legal due diligence, negotiating contracts, drafting contracts and other related documents, and supporting transaction procedures.

All of our attorneys have extensive litigation experience, and we provide advice from a realistic risk management perspective based on courtroom practice, from plan selection to post-closing aftercare.

Furthermore, we handle cases in a wide range of industries and sizes, including both listed and non-listed companies, domestic and international, and reorganizations within corporate groups, enabling us to flexibly assemble teams of attorneys according to the size and content of the case and provide services that meet clients’ needs.

We are also a member of the ALLIOTT Group, a network of international law and accounting firms, and can handle various cross-border matters.

Corporate Alliances

  • Plan development for corporate alliances (capital and business alliances)
  • Drafting joint venture agreements, shareholders agreements, and other agreements for joint ventures
  • Determination of plans for capital participation and capital tie-ups through third-party allotment of common stock, issuance of class shares, stock acquisition rights, bonds with stock acquisition rights, etc., and preparation of investment contracts and other documents

M&A

  • Selecting the most appropriate plan for each project and conducting legal due diligence (scope of due diligence can be adjusted for each project)
  • Advice on drafting contracts and negotiating contracts related to share transfer agreements, equity participation agreements, and other agreements.
  • Support for M&A using organizational restructuring such as spin-offs and absorption-type demergers
  • Assistance in developing internal systems after closing (PMI -- Post Merger Integration)
  • Advice and support on defense against corporate takeovers
  • Assistance in making a company a wholly-owned subsidiary through a takeover bid (TOB) or squeeze-out method
  • Support for MBO

Business restructuring

  • Support for reorganization within a corporate group by means of merger, demerger, share exchange, share transfer, and so on (including scheduling, preparation of related documents, advice on public notices, explanation to employees, and any other related procedures)
  • Support for management integration with other companies, using reorganization methods
  • Support for corporate rehabilitation and corporate restructuring using civil rehabilitation proceedings or corporate reorganization proceedings