Speciality Teams

M&A

A number of cases related to M&A including business succession have been increasing over the past few years. Furthermore, M&A is now getting a lot of attention as one of methods for startup exit. In addition to supporting startups, GVA Law Offices also focuses on supporting both acquiring and target companies in M&A processes. We are confident that M&A is not only for helping companies to continue their businesses but also can be a key driver to create innovation in a society through a chemical reaction with an acquiring company. We put all our efforts for both acquiring and target companies to close their deals.

Example of M&A Support

Consideration of M&A scheme
Legal due dilligence
Preparation and Reviewing contracts regarding M&A
Support for each M&A Process

■ GVA LPC pledges to comply with the “Small and Medium-Sized M&A Guidelines (3rd Edition)”　(Available only in Japanese)

Drafting contracts related to legal due diligence and M&A

In corporate acquisitions, it is crucial to understand the status of target company and identify potential risks in advance before proceeding with the acquisition.

GVA LPC identifies legal risks through legal due diligence and supports our clients in making management decisions and developing negotiation strategies.

We also provide comprehensive support throughout the transaction process, including drafting, reviewing, and negotiating various agreements such as share purchase agreements and business transfer agreements.

＜Example: Legal fees (excluding tax)＞

For transactions with a purchase price ranging from several tens of millions to several hundred million yen:

・Legal due diligence fee: From ¥1,000,000

・Reviewing final agreement : Time-charge based (typically around ¥500,000 to ¥1,000,000)

Please note that fees are estimated on a case-by-case basis, taking into account the complexity of the transaction and the anticipated workload.

Support for Post-Merger Integration (PMI)

Post Merger Integration is essential to maximizing the effects of M&A.

We provide comprehensive legal support following a merger, including the preparation of internal rules and the standardization of contract templates.

Additionally, we provide support in resolving legal issues identified during legal due diligence that need to be addressed following the acquisition.

＜Examples＞

・100 Day Post-Merger Integration Plan

We work closely with our clients and support post-merger integration (PMI) related to legal, as part of the 100-day plan.

Through this collaborative approach, we help ensure the swift completion of PMI and assist in achieving the objectives of the M&A, ultimately contributing to the resolution of our clients’ management issues.

・Support for post-merger integration (PMI) regarding issues identified during legal due diligence

GVA LPC is able to undertake post-merger integration related to matters identified during legal due diligence.

This helps our clients focus more on issues related to post-merger integration that are particularly important to them and enables them to maximize their managerial resources.

Business Succession Support

Business succession has become a major social issue in Japan.

While we take into account our clients’ views and intentions regarding “how their businesses should be protected for the future”, we partner with tax accountants to support them from both legal and tax perspectives. Our services include designing a scheme, negotiation with the counterparty, adjusting share consideration, and drafting and reviewing contracts.

Value Up Support for the Selling Company

To gain an advantage in negotiations, it is crucial for a selling company to invest time in preparation before merger and acquisition.

GVA LPC conducts a simplified review of a selling company and supports enhancing the acquiring company’s perception of the selling company (Value Up) through preliminary legal arrangements such as employment contract, intellectual property rights, and preparation of contracts.

In addition, we provide comprehensive support to enhance the corporate value of the selling company from both legal and tax perspectives, in collaboration with experts such as tax accountants.

We work closely with our client and provide our legal support, with a focus on starting the M&A process by preparing the business for sale.

M&A Disputes

Unfortunately, there are a significant number of post-closing disputes and cases that escalate into problems, such as breaches of warranties and representations, partial payment defaults, and failures to perform obligations after M&A transaction has closed.

We make every effort to resolve any issues related to M&A for both selling and acquiring companies.