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Mergers and acquisitions

To support companies with increasingly complex M&A transactions, we provide legal structuring services suited to each individual case, discover and examine legal risks, and provide appropriate legal advice from practical viewpoints based on market standards.

Multifaceted support for complex M&A transactions

Today, companies throughout the world in a wide range of industries use M&A as a powerful tool for corporate growth. At the same time, competition for highly desirable M&A targets is becoming increasingly fierce. To successfully complete an acquisition, companies need to accurately understand the risks involved and to adopt appropriate legal protections based on the latest legal developments.

PwC Legal Japan’s lawyers have extensive M&A experience both in Japan and overseas. Throughout the entire M&A process, from legal structuring to legal due diligence, the drafting of acquisition agreements, negotiations, closing and PMI, we identify legal risks based on the characteristics of each case, and examine and advise on relevant countermeasures. We also provide appropriate legal protections and negotiation strategies based on practical viewpoints for the execution of acquisitions.

We also see the broader picture—not just the transaction at hand—and give you clear, actionable advice. With the depth and scale of PwC on your side, you can find key opportunities, navigate complex transactions, and execute deals with confidence.

Our legal professionals understand the wide-ranging impact that M&A transactions can have on your business from the perspectives of valuation, regulation, taxation and more. With this understanding, we collaborate as needed with professionals from the PwC Japan Group’s tax, deals, consulting and assurance practices, as well as with overseas member firms of the PwC global network, thereby helping you maximise value.

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Our seamless global support system

For cross-border M&A transactions, we utilise PwC's global network to provide seamless support for clients expanding their business around the world and forming strategic business alliances in multiple countries.

In addition, PwC Legal Japan offers legal restructuring proposals for group reorganisations, both in Japan and overseas. In Japan, we handle various organisational restructuring procedures, such as mergers, corporate splits, share exchanges and share transfers. Overseas, we work with the legal firms of the PwC global network to provide support for the legal procedures associated with restructuring based on the legal systems of each country.

Examples of collaboration with the PwC global network

An integrated multi-disciplinary approach to M&A deals

We bring together the right mix of PwC lawyers, deal advisers, tax advisers, strategists, consultants and accountants to help you execute every phase of your domestic and cross-border deals in the most efficient way possible. The following figure shows one example.

Strategy

  • Identifying preliminary challenges through the discussion of M&A strategy

Governance and preparation

  • Feasibility studiesy for high-level analysis of preliminary legal issues on transactions under consideration

Deal evaluation

  • Advice on transactions under consideration
  • Analysing key regulatory risks
  • Analysing value drivers for investment projects

Structuring

  • Preparing and negotiating term sheets, letters of intent, and binding and non-binding offers
  • Identifying optimal deal structures
  • Advising on key commercial terms

Due diligence

  • Legal due diligence and alignment with other multidisciplinary due diligence including financial, tax, HR, IT and commercial
  • Analysis of key takeaways, including risks and mitigants

Execution and closing

  • Preparing and negotiating legal agreements (e.g. share or asset purchase agreements (SPAs or APAs))
  • Advice on warranty and indemnity (W&I) Insurance
  • Signing and closing
  • Regulatory approval

Post closing

  • Post-merger integration
  • Post-deal filings and lodgements
  • Assistance with separation and transition
  • Advice on HR strategy
PwC Legal Japan
Assurance
Consulting
Deals/Financial Advisory
Tax

Explore our services

Collaboration with the PwC global network:

 

When our client, a Japanese parts manufacturer, sought to invest in a company in the same industry in the EU, we collaborated with Japanese domestic tax teams as well as Italian legal and tax teams to provide the most suitable scheme and support for due diligence, SPA preparation, negotiation and closing.

Full support for an emergency acquisition deal in Japan:


With the cooperation of the other member firms of the PwC Japan Group, we provided a client who was looking to acquire a struggling target company with a full range of support, including support for various due diligence, the formulation of negotiation strategies, preparation of English-language contracts, and negotiation to closing. The target company's performance was rapidly deteriorating, and our client was in competition with a bidder who had started due diligence and negotiations at an earlier stage. Speed and negotiation strategy were therefore the keys to winning the deal, enabling the project to be successfully completed in a short period of time.

Full support for a venture investment and business alliance project by a listed company:

Our client’s goal was to make a late-stage investment in and enter into a business alliance with a venture company that was about to be listed. The PwC Japan Group provided various types of due diligence, as well as support for the preparation and negotiation of various contracts (investment contracts, officer dispatch contracts, business alliance agreements, etc.). The client praised our organisational system, which allowed efficient and smooth cooperation among professionals in different fields.

Support for a joint venture project with a short timeframe:


A collaborative effort by PwC Legal Japan and other member firms of the PwC Japan Group led to the successful formation of a joint venture between a Japanese manufacturer and a major distributor. We provided support by analysing and negotiating complex issues related to the governance of the joint venture, as well as advising on the divestiture of the business, employment conditions and retention, competition laws, tax issues and operations after the formation of the joint venture. This enabled the project to be completed in a short period of time.

Legal services related to the analysis and implementation of an optimal structure for the acquisition of a European distribution business:

Our client was looking to acquire a network of sales companies across several European countries. To assist them with this project, we provided analysis for the formulation of an optimal structure from legal, tax and operational perspectives. PwC Legal Japan collaborated with legal teams from other member firms in the PwC global network to assist with legal due diligence, the preparation and negotiation of acquisition agreements, and the investigation of laws and regulations in each country, including competition laws.

Thorough support for the business succession of an incorporated  institution:

We provided support for the business succession of an incorporated institution to a third party. PwC Legal Japan collaborated with PwC Japan Group member firms PwC Tax Japan and PwC Advisory LLC to formulate a highly feasible business succession structure. In this way, we facilitated a smooth transfer of management in accordance with the client’s desired terms.

Support for domestic and overseas group restructuring involving dozens of companies in more than ten countries:

Together with legal teams from the PwC global network in more than ten countries, PwC Legal Japan provided support for dozens of subsidiaries located in more than ten countries. To do so, we analysed various laws and regulations, such as the overseas equivalents of Japan’s Companies Act and Labour Standards Act, as well as the local regulations, and provided full support to the client in cooperation with tax, valuation and other teams throughout the PwC global network.

Our team

Michito Kitamura

Partner, PwC Legal Japan

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Satoshi Mogi

Partner, PwC Legal Japan

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Yasuyuki Iwasaki

Partner, PwC Legal Japan

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Hiroki Yamada

Partner, PwC Legal Japan

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Kimiharu Shidara

Director, PwC Legal Japan

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Kotaro Okamoto

Director, PwC Legal Japan

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