TRANSACTIONS

TRANSACTIONS

M&A

We advise on a broad range of cross-border transactions, including public and private take-overs, management buy-outs, and corporate divestments, as well as joint ventures and strategic alliances.
Thanks to our strong focus on in- and out-bound investments between German speaking countries and Japan for more than twenty years, we have a long track record of successfully completed transactions, involving many well-known public and private companies on both sides.
Our professionals cover the whole range of transactional legal services, whether on the seller- or buyer-side, also providing continuous deal management to securely guide the investor through all steps of any given transaction:

• Comprehensive deal preparation (assistance in the auction process, preparation of letter of intent and non-disclosure agreement, organization of due diligence data room, assistance in Q&A process etc.);
• Full scope or limited legal due diligence as required, including bankable due diligence report;
• Negotiation, conception and drafting of share or asset purchase agreements as well as all other transaction documents;
• Tender offer, squeeze-out as well as going public or delisting procedures;
• Assistance in the closing process as well as post-closing integration measures;
• Handling of foreign direct investment control and multijurisdictional merger control proceedings.

Due to our close collaboration with highly qualified local experts in major jurisdictions in Asia and across the globe, we have a network of partners best fitted to manage a deal on a multinational scale.

Acting as our client’s single point of contact to collect the relevant information from all fields of legal expertise concerned and closely coordinating the transaction with other advisors involved, we continuously strive to achieve the best results for our client in a time-saving and cost-efficient manner.

CORPORATE LAW

Furthermore, we provide professional advice in all areas of corporate law for private and public companies, partnerships and any other company types, e.g., regarding the establishment of subsidiaries, joint ventures, as well as all other kinds of corporate reorganization procedures, including restructuring and insolvency.

Our advisory services in this field particularly include:

• Corporate housekeeping:
  Preparation and maintenance of governance documents, such as articles of association, bylaws, minutes of shareholders’ and board meetings, internal rules, as well as shareholders’ agreements and service agreements for board members;
• Corporate structuring:
  Equity participation plans, such as convertible bonds, option agreements, trust agreements, silent partnerships, and employee participation programs;
• Corporate reorganization:
  Corporate split, mergers, demergers, spin-off etc.;

• Restructuring & Insolvency:
  Corporate restructuring of companies in financial distress, in and out-of-court; asset disposal and factory or company closures; distressed M&A, including MBO; insolvency and liquidation proceedings (debtor or creditor assigned); cross-border insolvencies involving assets in Japan, also supporting foreign insolvency administrators; representation of domestic and foreign stakeholders and shareholders; overall legal risk assessment.

COMMERCIAL LAW

By combining legal know-how and commercial insights, our team is able to view transactions from our clients’ perspective.

We cover a broad range of commercial transactions and advise on domestic and cross-border legal issues across various industry sectors, whether on one single project, on an ongoing basis or for a long-term strategic investment.

Focusing on distribution schemes, our team, furthermore, regularly deals with various types of purchase agreements, general terms and conditions of sale, toll manufacturing and supply agreements, e-commerce transactions, agency service and license agreements, framework supply contracts, as well as all other types of commercial documents.

Professionals