Mergers and acquisitions ("M&A") remains a key strategy utilized by many companies to grow or to consolidate their position within the industry. However, despite the frequency of M&A activity, it remains vital to properly manage and evaluate the myriad of risks involved in any transaction by making decisions based on sufficient information and with advice from experienced experts. With a depth of knowledge and experience accumulated since the earliest days of M&A activity in Japan, our practitioners, specializing across a broad range of disciplines and industries, work together on each deal to provide comprehensive and timely support and solutions to our clients in all stages of a transaction, from the initial planning and structuring, through due diligence and contract negotiation, to post-transaction governance and integration.

M&A/Business Restructuring

AMT combines creative thinking, backed by a deep understanding of and practical experience in various businesses and industries, with real-world advice in relation to M&A and large-scale business restructuring of all sizes and complexity. Large scale M&A or business restructuring often require competition and/or foreign investment regulatory approval among the many other business and legal issues that arise during the ordinary course of a transaction. AMT regularly advises our clients in a timely manner on such transactions spanning multiple jurisdictions as global lead counsel, managing any jurisdictional issues that may arise in collaboration with our trusted local law firms in such jurisdictions.

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Joint Ventures

When forming a joint venture, it is essential for each party to clearly understand their respective roles, rights and obligations, and any potential risks that may arise throughout the lifetime of the joint venture, particularly the possibility of the project not proceeding as planned. Further, joint venture participants will undoubtedly experience a diverse range of legal issues and the need for bespoke contracts during the course of the joint venture including the entry into of transactions between the joint venture entity and its shareholders, determining ownership of intellectual property resulting from the joint venture, and utilization by the joint venture entity of shareholders' employees. AMT has extensive experience in advising on all stages of a joint venture and provides our clients with the necessary legal support and advice to smoothly navigate this arrangement.

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Startup M&A/Venture Capital

AMT offers step-by-step and strategic counsel and delivers timely, high-quality services in the areas of startup fundraising, investments, and M&A transactions targeting startups. We serve a diverse array of stakeholders, including startups, acquirers, and venture capitalists. In the realm of startup M&A, transactions and contract negotiations often become intricate, particularly when balancing the interests of multiple investors, such as in the allocation of acquisition consideration and structuring schemes. AMT excels in providing practical and innovative solutions, underpinned by a deep understanding of, and extensive experience in, investment contracts, shareholder agreements, and the startup ecosystem.

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Private Equity/Funds

AMT has extensive experience in providing comprehensive legal support in a timely manner to both offshore and Japan-based private equity funds in relation to the acquisition and sale of portfolio companies across a broad range of industries. AMT is recognized as a leading law firm and is widely trusted among private equity funds for its advice, in particular, in matters of acquisition financing for leveraged buyouts. For structuring acquisition finance, we provide creative solutions to make the transaction bankable and assist in negotiations with financial institutions. In addition to supporting our clients on transactional matters, we also provide comprehensive support to private equity funds including advice and documentation services for the formation of funds and financial and securities regulatory advice on fund offerings.

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Unsolicited Offers

AMT has extensive experience in representing both acquirers and target companies throughout the various stages of corporate control battles. AMT excels in providing strategic guidance to target companies on how to respond to acquisition proposals, counterproposals, and takeover defense measures. Simultaneously, we offer acquirers expert advice on the implementation of acquisition proposals, counterproposals, and responses to takeover defenses. In the rapidly evolving landscape of corporate control battles, AMT is well-equipped to provide timely, precise, and strategic advice and support, even in urgent situations. This is made possible by our team of attorneys who possess extensive experience and expertise in both the practical and theoretical aspects of this field.

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Cross-border M&A

Cross-border M&A Cross-border transactions have been a core practice area of AMT since its inception over 70 years ago. As a pre-eminent law firm in this area, we actively support our clients by providing market-leading legal services for cross-border transactions, including M&A, that are increasingly being undertaken by companies as a strategy to enter into overseas markets or to raise funds from overseas. With AMT's strong worldwide network, we are able to reach almost every country and region in the world to timely provide high-quality services to our clients.

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Public M&A

In M&A transactions where a listed company is involved as either the buyer, seller, or target, it is imperative to navigate a myriad of complex regulations. These include insider trading regulations, tender offer regulations, large shareholding reporting regulations, and timely disclosure regulations, in addition to the timely disclosure rules mandated by financial exchanges. A comprehensive approach is also required to ensure the fulfillment of fiduciary duties by the executives and directors of listed companies, who are entrusted with management responsibilities by the general shareholders. AMT, with its extensive experience in handling M&A transactions involving listed companies and a profound understanding of the intricate legal landscape, is exceptionally well-equipped to deliver high-quality services in a timely manner.

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Business Succession M&A

The seamless transition of business ownership from retiring founders has recently become a significant challenge for the Japanese economy. AMT has extensive experience in advising buyers, sellers, and target companies in M&A transactions specifically designed to facilitate such business successions. One of the primary challenges in ensuring a successful business succession M&A transaction is the systematic disentanglement of the various relationships between the founder and the target company. This process involves gradually reducing the target company's dependence on the founder, thereby paving the way for the company to operate independently from the founding family. AMT addresses these critical challenges by providing practical and timely advice, leveraging our deep experience and creative thinking.

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INSIGHTS

PROFESSIONALS

Yoshio Iteya
YoshioIteya
Tokyo
Partner
Tokyo

Partner

Contact
Hiroki Kodate
HirokiKodate
Tokyo
Partner
Tokyo

Partner

Contact
Hiroki Kodate is a partner at Anderson Mori & Tomotsune and engaged principally in the fields of M&A and general corporate matters, and regularly advises both Japanese and non-Japanese clients in this regard. In addition to his professional experience at Anderson Mori & Tomotsune, Mr. Kodate worked for the Civil Affairs Bureau of the Ministry of Justice, where he was in charge of the legislative project to modernize Japanese corporate laws (2002-2005). He also worked for Slaughter and May in London as a foreign secondee (2000-2001). Mr. Kodate serves as a member of "Study Group on Fair Takeovers" of the Ministry of Economy, Trade and Industry of Japan to formulate the "Guidelines for Corporate Takeovers."
Yoshimasa Dan
YoshimasaDan
Tokyo
Partner
Tokyo

Partner

Contact
Yoshimasa Dan is a partner at Anderson Mori & Tomotsune and has been involved with various types of corporate transactions including international and domestic M&A matters. Mr. Dan frequently assists his clients which intend to do business in Japan from legal and strategic perspectives. Mr. Dan has also provided a wide range of legal services depending on clients' needs, including in the areas of corporate law, trade law, antitrust law, securities law, employment and labor law, contract law, tax law, etc.
Keiko Kaneko
KeikoKaneko
Tokyo
Partner
Tokyo

Partner

Contact
Keiko Kaneko focuses her practice on corporate M&A and M&A-related transactions. In addition, she provides advice to a wide variety of clients on general corporate matters, labor issues, and dispute settlement. Ms. Kaneko has extensive experience advising on and conducting transactions in heavily regulated sectors, such as energy and natural resources and pharmaceutical. She also routinely advises clients in the automotive and food industries.
Michi Yamagami
MichiYamagami
Tokyo
Partner
Tokyo

Partner

Contact
Michi Yamagami, a corporate partner, has assisted both Japanese and foreign clients in a wide variety of domestic and cross border transactions, including cross border M&A transactions, joint ventures, strategic alliances. He also advises public companies on corporate governance and internal investigation matters.
Hiroshi Ishihara
HiroshiIshihara
Tokyo
Partner
Tokyo

Partner

Contact
Hiroshi Ishihara specializes in international and domestic corporate law matters including M&A, business reorganization, antitrust law, real estate and intellectual property transactions. In connection with M&A transactions, he has extensive experience in cross-border M&A, business integration between listed companies, joint ventures and intragroup reorganizations. Also, he advises on many international commercial transactions, such as negotiation for a license agreement, manufacturing agreement and other agreements between Japanese and overseas companies. For domestic corporate matters, he advises on corporate crisis management and operation of shareholders’ meetings. He also specializes in healthcare and life sciences industry and handles many transactions and regulatory issues, including regulations with respect to regenerative medicines. Prior to joining Anderson Mori & Tomotsune, Hiroshi served as a lawyer at Nishimura & Asahi, Kirkland & Ellis LLP and Bingham Sakai Mimura Aizawa. Also, He has experience working for the Bank of Japan as well as one of the largest general trading companies in Japan. Hiroshi is a qualified Japanese lawyer (bengoshi) as well as a qualified lawyer in New York and California.
Yoshinori Aoyagi
YoshinoriAoyagi
Tokyo
Nagoya
Partner
Tokyo
/
Nagoya

Partner

Contact
Mr. Yoshinori Aoyagi is a partner working primarily in the fields of M&A including cross border transactions. He has also been advising on various corporate law related issues including shareholders meetings and corporate governance. He has also been involved with antitrust issues including merger control and has also been advising on healthcare and life science related issues.
Shigeki Tatsuno
ShigekiTatsuno
Tokyo
Partner
Tokyo

Partner

Contact
Shigeki Tatsuno has a thorough knowledge in M&A, Joint Venture and cross-border transactions. In addition, he regularly advises a number of venture companies and PE funds, and engages in general corporate matters, including IP transactions, broadly.
Ryo Kotoura
RyoKotoura
Tokyo
Singapore
Partner
Tokyo
/
Singapore

Partner

Contact
Ryo Kotoura is a partner of Anderson Mori & Tomotsune working primarily in the field of Japan-India related matters. With his experience working at an Indian law firm, he regularly advises on domestic clients advancing to South Asian Countries (India, Bangladesh and Pakistan. In particular, India) (establishment and operation of local subsidiaries, branch and liaison offices), joint ventures and acquisition of local companies (including those acquired through tender offer), research of regulations and support for filings, support for conclusion of distributorship agreements and agency agreements, employment management, management of intellectual property rights, litigation, as well as on other legal issues that Japanese companies often face in South Asian Countries (in particular, India). He has abundant experience of advising Japanese companies disputing with the companies in South Asian countries (in particular, India) by international arbitration in a third country, those litigation in those countries etc. He also advises domestic clients in Japan on M&A, corporate restructuring and internal compliance matters. He has abundant experience of internal investigation and outside investigation through a third-party committe.
Ryo Okochi
RyoOkochi
Tokyo
Partner
Tokyo

Partner

Contact
Ryo Okochi has expertise in cross border mergers and acquisitions, joint venture, and corporate restructuring. His practice focuses on transactions related to emerging countries such as India, Sri Lanka, Bangladesh, ASEAN countries and other African countries.

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