M&A, Joint Ventures, Private Equity/Venture Capital

We advise mainly on cross boarder transactions, including both public and private mergers, (a lot of them Japanese in- or outbound) on the buy as well as on the sell side. Furthermore, we also often advise and support financial advisors and banks. We also often engaged by other law firms to help with our expertise on Japan-Germany related transactions, not only advising on legal aspects but also bridging the language barrier and the cultural gap.

If the transaction involves regions or specific areas of law where we are not competent, we work closely with leading local counsel to provide our clients with the best seamless service to ensure the best expertise and results for each transaction.

Working in multi-disciplinary teams and with specialist lawyers in particular from Atsumi & Sakai we are able to deliver the full range of services which apply to M&A and joint-venture transactions.

Our clients highly appreciate our competence and experience in particular in Japan-German and Japan-European transactions and the fact, that we can not only negotiate all agreements in Japanese but also are able to bridge the cultural gap between the parties and make our client aware of typical issues in Japan related cross-boarder transactions. As an example of our ability to think outside the box, please take a look at our concept of Multidimensional Governance for M&A here.

Transaction related advice that we give includes in particular advising on:

  • Drafting, commenting on and negotiating share and asset purchase agreements as well as joint venture agreements and acquisition finance
  • Legal due diligence for sellers, buyers, banks and insurance companies (M&A insurance)
  • Structuring and participating in auction processes
  • Sales processes, including compilation of the data room, drafting non-disclosure agreements, data room rules, pre-sale risk assessments, legal fact books and other preparatory matters
  • Carve-outs and demergers
  • Public takeovers
  • Distressed M&A transactions in connection with financial and corporate restructurings
  • Post-merger integration including buy and build strategies, restructurings and strategic realignments
  • M&A litigation
  • Management participations
  • Merger clearance
  • Mediating and moderating talks between the parties closely involved such as banks, shareholders, unions, works council and management as well as third parties such as politicians and public authorities

Our team includes lawyers fluent in Japanese, English, German, Chinese, Spanish and French. This allows us to read, understand and comment on documents in these languages without translation and we can also communicate in these languages.