Following the collapse of Japan's economic bubble in the early 90's, M&A transactions were primarily driven by aggressive acquisitions of Japanese companies by foreign companies. In more recent years, M&A has become an important corporate strategy tool. In the midst of such activity, we have had the privilege of advising on a substantial number of important projects and further expanded our M&A experience and know-how with respect to both cross-border and domestic transactions.

Recently, hostile takeovers and the issues surrounding such takeovers have had significant coverage in the Japanese media. Our firm has been involved in a substantial number of these high profile cases and provided our clients needing “emergency assistance” with not only legal counsel but also valuable advice derived from our extensive experience. Likewise, we actively provide advice to clients, even when there is no current takeover threat, to assist with the structure and adoption of defense measures, including the increasingly popular “prior warning” type defense measures originally formulated by NO&T.

Even in tightly regulated areas - particularly industries such as financial services, pharmaceuticals, IT and telecommunications - we are always abreast of the latest developments, and we can provide practical counsel on all legal aspects of any transaction, whether it involves buying or selling an entity.

The number of highly specific cases is rising rapidly. We are familiar with an extraordinarily wide range of specialized legal situations, such as: M&A deals stemming from bankruptcy or insolvency proceedings; tender offers targeted at listed companies; M&A deals based on stock for stock exchanges or spin-offs. In all these instances, we stand ready to provide the most up-to-date advice.

In a merger or acquisition, there are often multiple areas of law that need to be analyzed - not just the corporate and civil codes, but also financial instruments and exchange, employment, tax, intellectual property, and anti-trust, not to mention new or pending legislation affecting the specific industry involved. Moreover, the financial practicalities of mergers and tender offers impose a predetermined schedule, which is all too often very tight. Companies therefore frequently cannot do without the services of a firm that can deliver large volumes of legal work in a highly truncated time frame. For this reason, it is not uncommon for an M&A deal to necessitate assembling an entire team of lawyers focusing on diverse fields (in large matters, ten or more is not uncommon). In this regard, NO&T is uniquely suited, which is probably why we regard M&A as one of our foremost areas of expertise.

Our practice areas include:

• Public tender offers and management buyouts of listed companies.
• Advice on and implementation of takeover defenses.
• Acquisitions of private companies.
• Restructuring of corporate groups.
• Joint ventures and other types of affiliations.
• Acquisitions by private equity funds.
• Acquisition finance.
• M&A deals stemming from bankruptcy or insolvency proceedings.
• M&A deals in tightly regulated areas such as financial services, pharmaceuticals, IT and telecommunications.