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U.S. UPDATE – 2020 Checklist for Successful Acquisitions in the United States

Cross-Border M&A – 2020 Checklist for Successful Acquisitions in the United States M&A continued its robust pace in 2019, with nearly $3.9 trillion in global deal volume for the year, the third-highest volume of the last decade.  The U.S. market was particularly strong, making up for relative weakness in Europe and Asia.  The boom was … Continued

Editors’ Note: This submission updates a checklist co-authored by Messrs. Emmerich and Panovka, members of XBMA’s Legal Roundtable, with their colleagues at Wachtell Lipton, Jodi J. Schwartz, Scott K. Charles, David A. Katz, Andrew J. Nussbaum, Ilene Knable Gotts, Mark Gordon, Joshua R. Cammaker, William Savitt, Andrea K. Wahlquist, Karessa L. Cain, T. Eiko Stange, Joshua M. Holmes, Eric M. Rosof, Gordon S. Moodie, Emil A. Kleinhaus, Edward J. Lee, Raaj S. Narayan, Amy R. Wolf and Matthew T. Carpenter.

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JAPANESE UPDATE – Mergers & Acquisitions 2016

Executive Summary:  Nishimura & Asahi has prepared a Q&A guide to public mergers and acquisitions law in Japan in The International Comparative Legal Guide to: Mergers & Acquisitions 2016.  The country-specific Q&A is an overview of current M&A legislation; the regulation of friendly and hostile bids; due diligence; stakebuilding; bidder and deal protection; defending hostile … Continued

Editors’ Note:  Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. As one of Japan's leading M&A practitioners, Mr. Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD, Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor of Law at Hitotsubashi University, Graduate School of International Corporate Strategy and was a Visiting Professor of Law at Harvard Law School in the 2007-2008 and 2013-2014 academic year. This update was produced by Mr. Iwakura and his associate Tomohiro Takagi.

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JAPANESE UPDATE – Overview of Recent Trends in M&A Activity and Relevant Legal Developments

Highlights: During 2013, M&A deals in which at least one party was a Japanese company grew by approximately 10.8% from the previous year, the second consecutive year of growth in M&A deal volume. Several large-scale and cross-border deals were completed, including (i) the combination of Applied Materials, Inc. and Tokyo Electron Limited to create a … Continued

Editors’ Note: Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. As one of Japan's leading M&A practitioners, Mr. Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD , Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor of law at Hitotsubashi University Graduate School of International Corporate Strategy and is a Visiting Professor of Law at Harvard Law School in the 2013-2014 academic year. This update was produced by Mr. Iwakura and his associate Tsukasa Tahara.

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JAPANESE UPDATE – Letters Of Intent In Japanese M&A Transactions

Highlights: A letter of intent is especially helpful in a cross-border transaction to memorialize the basic terms of a proposed deal when differences in culture, deal structuring techniques, due diligence styles, and documentation standards can add layers of challenge. Typical provisions in a letter of intent are discussed below. The default rule under Japanese law … Continued

Editors’ Note: Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. This paper was co-authored Stephen D. Bohrer, Foreign Law Partner, and Daisuke Morimoto, Partner, of Nishimura & Asahi. As one of Japan's leading M&A practitioners, Masakazu Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD Corporation, Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor at Hitotsubashi University Graduate School of International Corporate Strategy and is a Visiting Professor of Law at Harvard Law School in the 2013-2014 academic year.

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JAPANESE UPDATE – Progress of the M&A transaction practice in Japan under the New Business Combination Investigation Procedures of the Antimonopoly Act

Highlights: Since the implementation of the Japan Fair Trade Commission’s business combination investigation procedures, two large mergers have passed anti-trust approval: SMI’s merger into NCS to form the largest steel company in Japan and second largest in the world, and the merger of the TSE Group and the OSE, Japan’s two largest financial instrument exchanges.  … Continued

Editors’ Note:  Masakazu Iwakura is a Senior Partner at Nishimura & Asahi and a member of XBMA's Legal Roundtable. This paper was co-authored with Kenta Ogata, an associate of Nishimura & Asahi. As one of Japan's leading M&A practitioners, Masakazu Iwakura has handled a variety of groundbreaking M&A transactions and serves on the boards of several public companies: COOKPAD Corporation, Imperial Hotel and GMO Internet. Mr. Iwakura is also a Professor at Hitotsubashi University Graduate School of International Corporate Strategy and will be teaching at Harvard Law School in 2013-2014 as a Visiting Professor.

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JAPANESE UPDATE – MERGERS AND ACQUISITIONS GUIDE 2012/13

Executive Summary: Nishimura & Asahi has prepared a Q&A guide to public mergers and acquisitions law in Japan.  The country-specific Q&A looks at current market activity; the regulation of recommended and hostile bids; pre-bid formalities, including due diligence, stakebuilding and agreements; procedures for announcing and making an offer (including documentation and mandatory offers); consideration; post-bid … Continued

Editors’ Note:  Masakazu Iwakura is a senior partner at Nishimura & Asahi and a member of XBMA’s Legal Roundtable. This paper was co-authored with Takeshi Nemoto, a senior associate of Nishimura & Asahi. As one of Japan’s leading M&A practitioners, Masakazu Iwakura has handled a variety of groundbreaking M&A transactions and also serves as Professor (of Corporate Law and M&A Law) at Hitotsubashi University, Graduate School of International Corporate Strategy and as an independent member of the board of directors of COOKPAD Inc., listed on the Tokyo Stock Exchange and the other listed companies.

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JAPANESE UPDATE – Revision of Business Combination Investigation Procedures Under Antimonopoly Act Could Influence Cross-Border Deals’ Timing and Best Practices

Highlights: The Japan Fair Trade Commission (JFTC) has abolished the prior consultation procedures and revised the Guidelines to the Application of the Antimonopoly Act Concerning Revision of Business Combination in order to enhance predictability. Under the New Policies, JFTC must implement consultation upon receipt of notification, and the business combination reviews are unified in the … Continued

Editors’ Note:  Masakazu Iwakura is a partner at Nishimura & Asahi and a member of XBMA’s Legal Roundtable. This paper was co-authored with Kenta Ogata and Marques Johnson, also of Nishimura & Asahi. As one of Japan’s leading M&A practitioners, Masakazu Iwakura has handled a variety of groundbreaking M&A transactions and also serves as Professor at Hitotsubashi University Graduate School of International Corporate Strategy and as an independent member of the board of directors of NIDEC Corporation, listed on the Tokyo Stock Exchange and New York Stock Exchange.

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JAPANESE UPDATE – A Step Towards Easing Restrictions on Use of Exchange Offers by Japanese Companies Making Foreign Acquisitions

Executive Summary/Highlights:  Japanese legal hurdles to cross-border exchange offers or triangular mergers have deterred Japanese acquirers from using their stock in cross-border acquisitions. A recent amendment to the Law on Special Measures for Industrial Revitalization and Innovation, which took effect on July 1, 2011, introduces a new path to facilitate exchange offers by Japanese firms … Continued

Editors’ Note:  This paper was authored by Akemi Suzuki, a partner at Nagashima Ohno & Tsunematsu who concentrates on domestic and cross-border mergers and acquisitions in theU.S., Asia andEurope.  Shuji Yanase is a former chairman of Nagashima Ohno & Tsunematsu and a member of XBMA’s Legal Roundtable, with more than thirty years of leadership in international M&A transactions involving Japanese firms.

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XBMA – Quarterly Review for Q1 2011

The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011.   Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued

Editor's Note: This is an example of the type of post and content the XBMA Forum seeks to showcase.

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