6.M&A

For a company’s growth, developing and selling your own products and services is a typical and fundamental endeavor. However, buying another company or business can be an important strategy as well, in order to acquire existing products or services, or to acquire certain technology, a factory or customers. Private companies in particular will often acquire other companies in order to expand their market share or to increase their product or service lineups. When acquiring a company or business, it is very important to verify the objectives and impact of such an acquisition from a business standpoint, but it is also important to check whether or not the target has any issues from a legal or accounting standpoint. Also, it is necessary to examine what kind of acquisition structure is appropriate considering various issues, such as the proposed time schedule, potential tax problems and the target’s relationships with its business partners. In general, the basic acquisition structures are (1) share purchase, (2) merger, (3) corporate split (kaisha bunkatsu), (4) business (asset) transfer, (5) share exchange (kabushiki koukan), and (6) share transfer (kabushiki iten). Each has its advantages and disadvantages. In addition, you have to determine the valuation, negotiate the terms, incorporate the terms into a written agreement, and complete the closing procedures.