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.
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.
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.
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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.
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.
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.
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.
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.
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.
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.
Michito Kitamura
Partner, PwC Legal Japan
Hiroki Yamada
Partner, PwC Legal Japan
Kozo Kuromatsu
Director, PwC Legal Japan
Satoshi Mogi
Partner, PwC Legal Japan
Yusuke Kobayashi
Partner, PwC Legal Japan
Hiroyuki Sato
Director, PwC Legal Japan
Yasuyuki Iwasaki
Partner, PwC Legal Japan
Makoto Hibi
Director, PwC Legal Japan
