Corporate / M&A
Anderson Mori & Tomotsune has one of the largest and most respected corporate practices in Japan and is consistently ranked at the highest levels in Chambers and Legal500 rankings. Our firm has had the privilege of representing overseas companies for over 50 years in establishing their Japanese operations, and advising them on their activities. Our clientele includes companies from the United States, Europe, Australia, and countries from around the world.
  • Cross-Border and Japanese M&A
Cross-border mergers and acquisitions in Japan have increased in recent years, and a newly active Japanese M&A market is of increasing importance. With the capability and capacity to handle large international transactions involving sophisticated due diligence, drafting, and negotiation aspects, our firm has represented clients in a substantial number of large and complex international M&A projects that have occurred in Japan in recent years.

Our many years of operating at the highest level in the Japanese marketplace means that we have a depth of experience which is difficult to match. Our lawyers are regularly sought after for large M&A transactions from the very beginning of the undertaking, advising on the deal structure independently or in conjunction with overseas counsel for both corporate and equity fund acquirers as well as for acquisition targets, participating in early and late-stage negotiations on behalf of our clients, undertaking or supervising due diligence projects, and obtaining necessary regulatory approvals or performing required government filings, including undertaking discussion and negotiations with relevant government agencies, as is often required.

Some of our recent work includes acting for the purchaser in its acquisition of a mobile phone business, acting for a bank of its acquisition of a large consumer lending company, and representing a chemical company in its business and capital alliance with a large pharmaceutical company.
  • Joint Ventures
Many overseas companies, in addition to Japanese entities, seek increased exposure to the Japanese market through the vehicle of a joint venture enterprise, finding that combining their experience with that of a partner company can provide unique positive synergies to achieve their goals, while lessening the individual risk to each party. To effectively negotiate and craft the structure for a successful joint venture enterprise requires experienced and efficient legal counsel who is familiar with the potential pitfalls inherent in such arrangements. The attorneys of our firm have extensive experience with various forms of joint venture arrangements in Japan, and have advised clients in many fields in regard to the preliminary negotiations, structuring, and continuing operations issues inherent in a joint venture, as well as in regard to the expansion, sale or purchase of a share in, or winding-down of a joint venture operation in Japan.
  • Nationalization/Privatization
Anderson Mori & Tomotsune attorneys have advised on significant privatization undertakings. Our noteworthy projects include our work in relation to a headline-making privatization of an electricity wholesaler, and representation of the purchaser in the first ever sale of a major Japanese bank to overseas interests.
  • Antitrust aspects of Corporate and M&A Transactions
With a broadly experienced antitrust practice featuring one of the foremost antitrust practitioners in Japan, we are well placed to advise on the antitrust aspects of corporate and M&A transactions. With consolidation taking place in a number of fields in Japan, and with the consolidation of multinational firms having an ever-greater reach, more and more transactions require concise analysis of potential antitrust implications. Particularly in light of the increasing scope of the Japanese antitrust laws, those undertaking M&A transactions involving Japanese business increasingly require experienced antitrust advisors to take part in transactional analysis. Anderson Mori & Tomotsune prides itself on its competencies in this area.
  • M&A-Related Labor & Employment Issues
We also regularly advise clients in regard to labor and employment issues arising in the course of mergers and acquisitions, business transfers, corporate splits and other restructurings. We also provide advice on other transactional matters, including in regard to labor issues, planning, performing labor and employment due diligence, advising regarding statutory requirements, employee reductions, union issues and negotiation, management-employee communications, and the labor risks inherent to transactional issues.
  • Due Diligence Capability
Anderson Mori & Tomotsune is accustomed to dealing with legal due diligence projects, both large and small. We have demonstrated the advantages of our extensive legal resources on numerous occasions, being able to quickly scale-up a due diligence project when urgency or unexpected developments required. A typical large due diligence project would involve up to 40 attorneys, including approximately 10 native English-speaking overseas-qualified attorneys. As we often deliver project documentation in both Japanese and English, we are often sought for transactions involving English-speaking clients.
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