Lessons learned from recent Japanese M&A contract interpretation cases

As the global economic crisis slowly wanes and Abenomics begins to take hold, inbound Japanese M&A is poised to accelerate. For those practitioners who have not been actively involved in Japanese M&A transactions over the past few years, important legal precedents and local market practices impacting deal-making may have been missed. It is time to catch up!

While the level of inbound Japanese M&A has not been impressive over the past few years, the domestic M&A market has been relatively buoyant. Deal activity inevitably leads to disputes, and Japanese courts have been actively ruling on various matters that can influence the way Japanese acquisition agreements are structured and negotiated. For example, there have been recent Japanese court rulings impacting a party's ability to (i) complete a transaction despite a closing condition not being satisfied, (ii) make an indemnification claim despite having knowledge of the subject breach, (iii) claim a breach of contract where extra-contractual discussions nullify the cause of action, (iv) allege an immaterial breach (in the eyes of the court) of a representation and warranty, and (v) defend against third-party claims and settle disputes.

To understand how the Japanese M&A legal terrain has changed over the past few years, you are invited to attend a free seminar on lessons learned from recent Japanese M&A contract interpretation cases. The presentation will take a real-life approach to problem solving by providing the facts of the cases at hand, the rational of the court's decision, and suggested drafting language from the perspective of a buyer and a seller to address the court's ruling. With the information disclosed at this seminar, participants should be better able to negotiate Japanese M&A and commercial agreements and preserve their bargained-for-exchange.

* Please note that the presentation will be in English (without translation into Japanese).
* Presentation materials will be available in English.

Fee: There is no charge to attend the seminar.