M&A DX Q&A

Consultations regarding M&A, business succession, and inheritance are free of charge. We offer free consultations by email or in-person consultations as well. Please feel free to contact us for a consultation.

Of course, it is important, so you can consult with us after you have made a decision on M&A. On the other hand, M&A is a life-long process. On the other hand, since M&A is not something you will do many times in your lifetime, most people do not have much knowledge about it. We can help you to clarify your mind while consulting with us, and there is no consultation fee, so please feel free to consult with us to find the best plan for your company.

Although the content of consultation varies from person to person, the main topics of consultation are as follows. We are wondering whether to succeed the business within the family or outside the family (M&A). If the business is to be transferred within the family, are you concerned about inheritance tax? How much will the company's stock price (consideration for transferring the business) be? I want to proceed with M&A, but I don't want my company's employees or business partners to know about it. Can we find a partner for M&A? How long will it take to complete the M&A?

Yes, of course. We will visit you anywhere in Japan free of charge.

Our company is led by a representative who is a certified public accountant, and our support team consists of experts such as certified public accountants, certified tax accountants, and people from financial institutions. All of our members have worked in M&A at major accounting firms and financial institutions, so we can provide support with reliable quality and speed.

We are chosen by our clients for the following reasons.
(1) Expert support by certified public accountants and tax accountants from major accounting firms and financial institutions.
(2) Safe execution of projects with confidentiality maintained by certified public accountants and other professionals.
(3) Prompt response by independent firms.
(4) We collaborate with financial institutions, certified public accountants, attorneys, and other professionals throughout Japan to execute transactions.
(5) We provide a one-stop service from the selection of the counterparty to detailed investigation, minimizing the time and effort required of your company.

The specific M&A process is as follows, and we provide services throughout the entire process.
(1) Selection of a partner based on an understanding of your company's needs.
(2) Consideration of initial terms and conditions (stock price, scheme, etc.).
(3) Submission and receipt of a letter of intent (conclusion of a basic agreement).
(4) Acceptance (implementation) of financial, tax, and legal investigations (DD), etc.
(5) Negotiate final terms and conditions (share price, scheme, etc.).
(6) Conclusion of final transfer agreement (share transfer agreement).
(7) Closing (fund settlement).

We provide consultations free of charge. If we are formally entrusted with the work, we ask for a stock price calculation fee for the transferor (seller's side) to the extent that it is not too much to bear, and a contingency fee at the time of closing. For the buyer side, we receive a fee for providing information at the stage of proposing a full-fledged deal, after which we basically ask for a contingency fee. In both cases, the fee varies depending on the size of the transferee company.

We provide consultations free of charge. DD and various consulting services will be quoted based on our stipulated time charge. For inheritance services, we ask for an initiation fee, which is not too heavy, and a contingency fee upon completion of the services. In both cases, the fee will vary depending on the size of the transferred company.

A. No. Our corporate philosophy is to "make everyone happy through amicable succession. Our company's corporate philosophy is "Happiness for all through friendly succession. Therefore, please be assured that we will never recommend a partner that violates this philosophy. Also, in recent years, there have been almost no hostile takeovers like the vultures that once caused a media frenzy, so you can be assured of that as well.

We prefer to meet with our clients on weeknights or weekends from the standpoint of confidentiality. Please feel free to ask us. We are also flexible in terms of meeting locations, such as at our company as well as at your company, so please feel free to make such a request.

We have built our own database, and our clients are satisfied with our ability to effectively and efficiently find a partner. In addition, we have alliances with financial institutions, certified public accountants, tax accountants, lawyers, and other professionals throughout Japan.

Certainly, until a decade ago, M&A was the domain of a few large companies, but now the base of M&A is expanding to include small and midsize companies. This is due to the fact that business succession problems are becoming more and more apparent, mainly due to the lack of successors, as the number of older owners and managers, mainly baby boomers, increases. In addition, an increasing number of owners and managers, especially those who are relatively young in age, are looking to join a large company in consideration of the company's development and growth.

We will perform a simple stock price calculation during our free consultation, so please take advantage of this service. When you officially start considering M&A, our experts will perform a stock price calculation, taking into account your company's specific situation (reserves, tax effects, intangible value, etc.). Based on the results of this calculation, we will discuss with you and consider your company's share price target.

Although it varies depending on the company's situation, generally it takes 6 to 9 months. 6 to 9 months may seem like a long time to some, but both the transferor (seller) and transferee (buyer) sides are usually very cautious because of the high importance of the transaction. Depending on the size of the project, industry conditions, and other factors, the project may take more than a year to complete, or it may be completed in as little as three months. In any case, it is important to proceed with the process with a good understanding of the client's intentions (e.g., to proceed quickly or to carefully assess the situation).

We have a strict confidentiality policy regarding M&A, so confidential information will not be leaked. We take the utmost care in our interview locations and contact methods to ensure that confidential information is not leaked to our clients' employees or business partners. Some financial institutions are in partnership with us, but we will only proceed with their permission before disclosing any information. In addition, we always ask potential candidates to submit a confidentiality statement before disclosing any information that could identify you.

M&A is a specialized area, and there are still not many employees with knowledge in the company. It is important to avoid the following risks by not appointing a specialist, and to execute the transaction smoothly. The company may not be able to find a partner in the first place. The stock price (business transfer consideration) may be set at a disproportionately low (or high) price. The relationship with the counterparty deteriorates due to many emotional aspects. The process progresses with ambiguous agreements, and problems arise at a certain point in the process, resulting in a mutually frustrating outcome. Even if an M&A deal is concluded, problems arise after a while because of insufficient documentation in various phases.

The basic premise is that you need to find a reliable specialist. Please refer to the following points to determine whether or not they are reliable. Is the specialist in charge of M&A who has experience and track record in M&A? Since it will be a long term relationship, is the person in charge friendly and personable? Is the fee burden light at first, and is the ratio of contingency fee high (tail-heavy)? Recently, we have heard of broker-like firms and firms with respectable signs but amateur staff, so it is advisable to carefully examine the person in charge.

A. No. Frankly speaking, this is not an easy case, but M&A is possible. This may be due to unexpected factors, tax-saving measures, or important permits and licenses, etc. It is difficult to make a blanket statement, so please feel free to contact us for a free consultation.

Our experts will answer your questions in detail. Please feel free to contact us by e-mail.

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