When dissolving a company or subsidiary by liquidation proceedings or special liquidation proceedings, it is necessary to make adequate preparation in advance in order to achieve the best outcome. This includes estimating the actual influence of the liquidation or special liquidation proceedings and responses from its shareholders, employees, creditors and customers; considering legal, accounting and tax issues; choosing the most appropriate type of proceedings and determining a concrete schedule and policies to manage incidental problems. It is particularly important to take deliberate measures when selling the business or assets of the liquidating company to a new company or a related company. If these preparations are inadequate, objection by interested parties may cause the company’s liquidation proceedings to convert to bankruptcy proceedings, and the court-appointed bankruptcy trustee may exercise their right of avoidance for transactions before the bankruptcy proceedings. This would cause serious damage to its parent company. We use our expertise, in cooperation with accounting and tax specialists as required, to advise our clients on the most suitable procedure of liquidation by taking matters such as the distressed company’s business, conditions of related companies, necessity of selling the business and assets, and conditions regarding creditors and customers into consideration.
The International Comparative Legal Guide to Corporate Recovery & Insolvency 2018: JapanArticles