Nishimura & Asahi provides advice for successful public M&A based on its extensive experience and deep understanding of the laws, regulations, practices, and risks unique to listed companies.
Nishimura & Asahi has an impressive track record in M&A transactions involving listed companies, including where listed companies are purchasers or targets and where listed companies conduct business integration. In public M&A, certain considerations unique to listed companies need to be made in determining the structure of, for instance, tender offers, third-party allotments, and other M&A transactions under the Companies Act. In addition, an in-depth understanding of laws, regulations, and practices that are not relevant in private M&A, such as public disclosure under the Financial Instruments and Exchange Act and the regulations of securities exchanges, insider trading regulations, and shareholders meeting approval, is required. Further, in public M&A, there are issues arising from the fact that the shares in the parties are held or able to be acquired by general shareholders or investors, including potential unsolicited offers from third parties against already agreed-upon M&A transactions and exercise of appraisal rights by objecting shareholders. We, backed by our extensive experience and expertise, provide strategic advice and support from the initial stages of transactions, taking into account the laws, regulations, and risks unique to public M&A, in order to ensure successful outcomes.