Kuribayashi Sogo Law Office’s Practice Areas in M&A
Kuribayashi Sogo Law Office assists in the completion of M&A from a professional standpoint throughout the entire process of M&A. If you are considering M&A, please contact Kuribayashi Sogo Law Office.
・Consultation on M&A
・Preparation of power of attorney agreements and confidentiality agreements
・Proposal of M&A scheme
・Checking of advisory agreements
・Preparation of acquisition checklists
・Non-disclosure agreement with the target company
・Providing and receiving related materials
・Prepare and submit a letter of intent for acquisition
∙ Conduct legal due diligence and submit report
∙ Drafting a letter of intent and negotiating the terms and conditions of the agreement, including a warranty statement
・Drafting the final agreement
∙ Notification of foreign exchange laws
∙ Attendance at shareholders’ meetings and board of directors’ meetings
・Attendance at closing
・Representation in licensing, registration and registration procedures
・Coordination with the Fair Trade Commission and other relevant authorities
・Advice on post merger integration (PMI)
・Representation in disputes related to M&A
Conducting Due Diligence
Kuribayashi Sogo Law Office will conduct legal due diligence upon request from the client. In a typical case, we conduct a management interview with the management of the target company within about one week after receiving the relevant materials from the target company, followed by a draft report within about two weeks. At the request of the company, we will hold a brief meeting to orally report the results of the due diligence and answer any questions the client may have. In some cases, we handle cases jointly with accounting firms, tax accountant firms, social insurance firms, patent attorney firms, and other firms that are in partnership with Kuribayashi Sogo Law Office.
Overseas Due Diligence
Kuribayashi Sogo Law Office is a member firm of Euroregal and has concluded a business cooperation agreement with Dezan Shira Law Office (a law firm in China and Hong Kong), so we can also handle due diligence in the United States, Europe, China, and Southeast Asia through local law firms.
Standard legal fees (excluding consumption tax)
In principle, Kuribayashi Sogo Law Office’s legal fees for M&A transactions are based on a time-charge system. The standard hourly fee for partners is 35,000 yen per hour and 25,000 yen per hour for associates.
The hourly rate is 40% to 50% lower than that of major law firms in Japan.
In the case of time-charged fees, it is more difficult to set a budget, and therefore, we often work on a fixed fee basis. In the case of fixed fees, the amount of compensation for legal due diligence ranges from 1 million yen to 3 million yen, depending on the size of the target company. In addition, the fee for drafting a final agreement and discussing and negotiating the terms of the agreement ranges from 500,000 yen to 1,000,000 yen.
Compensation Standards for M&A Intermediary Services
We charge a fee based on the Lehmann method for M&A intermediary services. When using an M&A brokerage firm, the minimum fee is sometimes set at tens of millions of yen, but at our firm, the minimum fee is set as low as 3 million yen.
Transfer price of shares/businesses Commission rate (based on the price of shares/assets)
Portion of 500 million yen or less: 5%.
From 500 million yen to 1 billion yen or less: 4%
From 1 billion yen to 5 billion yen or less: 3%
5 billion yen to 10 billion yen or less: 2%
The portion exceeding 10 billion yen: 1%.
The minimum fee for a successful M&A transaction is 3 million yen.
Specific examples of success fees for intermediaries (legal fees are not included)
In the case of a 50 million yen stock transfer: 3 million yen in compensation for intermediary services
If the value of assets transferred in a business transfer is 300 million yen: 9 million yen
If the consideration for the company split is 30 million yen and at the same time the company succeeds to 70 million yen in liabilities: 5 million yen
Spot consultations available
Kuribayashi Sogo Law Office handles M&A cases mostly in response to requests from our clients, but we are also available on a spot basis. We also accept business and stock transfer cases for several million yen. Please contact us by e-mail or phone.