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

2019/05/24ARTICLE “Japan – Trends and Developments”
2018/12/18ARTICLE “Points to Note in the Practice of M&A in Relation to the Introduction of the Fair Disclosure Rules”
2018/12/15ARTICLE “Practical Points to Be Aware of in Relation to Acquisition of Startups”
2018/12/10ARTICLE “Article: Practice and Points to Note Regarding the Management Integration of Local Banks”
2018/08/20ARTICLE “Points to Note Regarding the Representations and Warranties Clause in M&A Agreements – the Accuracy of Financial Statements and the Like, the Nonexistence of Off-the-Book Liabilities, etc.”

Related Seminars and Lectures

2019/07/05EXTERNAL “Legal, Accounting and Tax Practice in Singapore”
2019/01/29EXTERNAL “Legal Points to Note Regarding Business Transfer-Type M&A – To Smoothly Transfer Business to the Satisfaction of an Owner and a Buyer”
2018/04/26MONTHLY “Civil Rehabilitation Procedures and M&A – How to Purchase Businesses from a Rehabilitation Firm”
2017/02/01Hosted / Co-hosted TMI Associates’ special joint seminar with Deloitte Tohmatsu Financial Advisory LLC: “Seminar on Professional Practices Regarding M&A and Intellectual Property: How to Position Intellectual Property in Business Strategies in the ‘Internet of Things’ Era – Explanation Focusing on Case Studies on M&A and Intellectual Property Strategies”
2016/12/08EXTERNAL “The Amendments to the Laws Related to School Education and the Restructuring of Incorporated Educational Institutions, and Notable Points for Reconstructive M&A”
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