PRACTICE AREAS

Corporate Law M&A

From mergers of listed companies to minority investment by private equity funds, TMI can successfully handle M&A of all scales and forms, for all types and categories of business, both domestic and international.  This includes all phases of M&A such as structuring, due diligence, negotiation and drafting, documentation including notification documents and post-merger work.

For example, in the structuring phase, we provide multifaceted advice from attorneys well-versed in tax practice and accounting as well as the relevant regulations.  In this phase, TMI actively collaborates with affiliated accounting firms.  During due diligence, we organize optimized teams, based on the scale and category of business and which utilize our vast resources, to efficiently conduct thorough and effective research for each case.

Also, in dealing with regulations such as the Financial Instruments and Exchange Act and Antimonopoly Act, which are applicable to large-scale M&A, we can provide you with top-notch services.  These services may be the best in Japan since our attorneys include the former Secretary General of the Fair Trade Commission and attorneys who have worked at the Financial Services Agency, Securities and Exchange Surveillance Commission and the Fair Trade Commission.  At the same time, in dealing with M&A of listed Japanese companies, we have a reliable team of attorneys who have worked at the Tokyo Stock Exchange, the stock exchange for such companies.

Furthermore, our firm has abundant experience and superior performance in special M&A-related cases such as hostile takeovers and defending against them (including planning and formulation of anti-takeover measures and assistance in their implementation), and proxy fights.  Also, we provide high-quality services in handling all types of disputes (injunctive relief, litigation and non-contentious cases) arising out of M&A, utilizing the valuable experience of special counsel such as a former Supreme Court justice and a former Tokyo District Court Commercial Department judge of the Eighth Civil Division.

As for cross-border M&A, which have been increasing in recent years, we collaborate closely with our globally-recognized affiliated law firms (Simons & Simons (U.K.), Morgan, Lewis & Bockius LLP (U.S.), Arqis (Germany) and so on) and our overseas branches, especially in South East Asia, to provide you with both superior inbound and outbound M&A services.

Attorneys in this Practice Area

Related Articles and Publications

2020/05/19ARTICLE “Points to Note in Acquiring Benelux Companies”
2020/05/10ARTICLE “Basics of M&A in Europe”
2020/04/20ARTICLE 「Japan – Trends and Developments」(Global Practice Guide – Corporate M&A 2020)
2020/02/10ARTICLE “Possibility of the Utilization of Trusts in Squeeze-Out Transactions”
2019/12/10ARTICLE “Basic Issues regarding the Prior Notification Concerning Inward Direct Investment under the Foreign Exchange and Foreign Trade Act”

Related Seminars and Lectures

2020/03/02EXTERNAL “Professional Practice in Data Due Diligence in M&A and Development of New Businesses”
2020/02/19EXTERNAL “JCC/JETRO/HOUTHOFF Joint Seminar: ‘Basics of M&A in Europe’ and ‘Risk Management in M&A’”
2019/11/13MONTHLY TMI Associates’ 136th monthly seminar: “Practical Operations and Legal Points to Note Regarding Business Transfer-Type M&A – Explanation of Notable Points for Both Sellers and Buyers”
2019/11/27Hosted / Co-hosted “TMI Associates’ special seminar: Latest Legal Practice Series (Total of 5 Sessions) – Vol. 4 ‘’CVC (Corporate Venture Capital) and Related Issues – Legal Points to Note Accompanied by Investing in and Cooperating with Startups”
2019/09/11EXTERNAL “M&A Practices in ASEAN”
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