In recent years, society’s expectations of organizations have been changing, both nationally and internationally, and not only in terms of an organization’s bottom-line but also in terms of an organization’s impact on society. Interest in corporate governance also continues to grow. Larger listed companies appear to be in the midst of constant and definite change. Management of organizations is increasingly expected to have a better understanding of the interests of stakeholders (and their advisers) on the environmental impact of organization operations and on the appointment of directors to strengthen corporate governance. In M&A/corporate matters, an organization may need to take a broad perspective and to further consider structures that may be approved by a wide range of its stakeholders depending on the specific type of transaction. Regarding the matters stated above, we stand ready to provide legal services to help our clients navigate such situations.
In any M&A transaction, it goes without saying that both the seller and the buyer will each have their own objectives that are important for them to fulfill through the implementation of the M&A transaction. Simply providing cookie-cutter advice without paying close attention to the objectives of the client may be quicker and cheaper, but it may also lead to an unsuccessful transaction as it may overlook risks that the client needs to be aware of or may result in a structure or contract that fails to meet the objectives of the client.
Instead of a cookie-cutter approach, we seek to accurately learn and understand our client’s objectives and provide them with bespoke advice that fully considers all of the peculiarities of each individual M&A transaction. Based on the knowledge and experience we have acquired through our involvement in domestic, cross-border and other M&A transactions, large and small, at leading domestic and overseas law firms, we are able to provide advice to help our clients to successfully negotiate each stage of the progression of the transaction, beginning with the selection of the transaction structure and continuing with the investigation of the legal risks (due diligence) related to the target and the preparation and execution of relevant agreements. During the time spent by our lawyers at overseas law firms, they were able to work with local lawyers at those law firms to handle a number of cross-boarder M&A transactions involving Japanese organizations. Through such experiences, they were able to gain the trust of their local colleagues, which now allows us to call on them to cooperate with us to provide effective assistance to our clients for cross-border M&A transactions.
No matter how careful the parties to a transaction may be, there is no guarantee that the execution of the relevant agreements will be the end of the transaction. In our experience, we have seen problems arise between the parties after the execution of the relevant agreements, and we have experience in dealing with a variety of M&A-related disputes, such as claims related to share purchases and claims for breach of contract damages (including breaches or inaccuracies of representations and warranties). If such problems arise for our clients, we are able to take action to assist in the resolution of such disputes.