Doing Deals in Japan: An Analysis of Recent Trends & Developments for the U.S. Practitioner

This article examines the process which is currently being played out in Japan by: (i) analyzing the recent changes in Japanese law of relevance to M&A deals, (ii) discussing some recent contested deals in Japan that may shed some light on current market practices, and (iii) providing an overview of the key issues that a U.S. practitioner will likely face when working on a Japanese deal…A good starting point in better understanding the remarkable changes in the Japanese M&A markets is to review the recent amendments to Japanese law, certain policy initiatives by the functional regulators, and other guidelines issued by Japanese government agencies… In concert with the changes in Japanese law, we have seen an increase in the number of contested deals in Japan in recent years…[T]he challenge for the U.S. practitioner is to boil down the complexity of Japanese M&A to a list of key issues that should be reviewed in any transaction which involves Japanese entities…[W]e have set forth some of the main issues under Japanese law and U.S. securities laws that have often come into play in Japanese deals…The current Japanese M&A market presents opportunities for U.S. companies and their advisors that are arguably the most promising in recent history…[G]iven the challenges posed by the opportunities in the Japanese M&A market, the importance of well informed and considered decision-making will be essential in order to ensure that U.S. companies compete and succeed in doing Japanese deals