M&A/Corporate Reorganization
Services
- Assignment of stock, business transfers, mergers, separations, stock swaps, stock transfers, other services
- TOB
- MBO・LBO
- Mergers
- Capital and business partnerships
- Contracts between shareholders, contracts for delegation of management
Details of Support Provided
After taking account of the positioning of the transaction with regard to the client’s business as a whole and expected outcomes following the transaction, HCA Law can provide legal support focusing on the areas below:
- Proposals for the most optimal and practical scheme for achieving business objectives
- Documentation including contractual documents (HCA Law can engage in negotiations from the term sheet stage)
- Discovery of legal due diligence items such as items that may obstruct the transaction or information that can be leveraged in negotiating contractual conditions in addition to proposals for countermeasures to said items (ensuring appropriate guarantees are included in the contract, responding to related matters before and after contractual execution)
- Legal due diligence that is coordinated with business, financial and tax due diligence
- Attendance at contractual negotiations and support for negotiations
- Guidance for implementing the required procedures and supporting the production of documents for the transaction irrespective of whether or not the matter requires a general meeting of shareholders, directors meeting, executive committee meetings, meeting specifically to address the matter concerned, or any other meetings required under the Companies Act.
- Provision of advice relating to laws and regulations connected to the transaction concerned including the Financial Instruments and Exchange Act (regulations on public takeover bids, insider trading, and solicitation of funds) and the Anti-Monopoly Act.
In addition to the above services, we can also provide comprehensive support for the execution of transaction including strategy building and liaising with various professionals (such as corporate accountants, tax accountants, financial advisors, and consultants), taking into account the development of the overall project of which the transaction is a part. Such services can be provided for example to companies that need to engage in negotiations, strategy formulation and deal control even though they lacked specific personnel for handling investment matters, or for example venture capital companies whose personnel responsible for investment are busy with a number of projects and wish to outsource the execution.
Fundraising / Investment and Financing
Services
- Financing for Acquisitions
- Corporate Financing
- Structured Financing
- Issue of Standard Stock/Classified Stock
- Corporate Bonds
- Warrants (Including Stock Options)
Details of Support Provided
- Proposals for the most optimal and practical scheme for achieving business objectives
- Documentation including contractual documents (HCA Law can engage in negotiations from the term sheet stage)
- Discovery of legal due diligence items such as items that may obstruct the transaction or information can be leveraged in negotiating contractual conditions in addition to proposals for countermeasures to said items (ensuring appropriate guarantees are included in the contract, responding to related matters before and after contractual execution)
- Legal due diligence that is coordinated with business, financial and tax due diligence
- Support for the production of documents for the transaction irrespective of whether or not the matter requires a general meeting of shareholders, directors meeting, executive committee meetings, meeting specifically to address the matter concerned, or any other meetings required under the Companies Act.
- Advice on laws governing specific industries (such as banking law and insurance law) and advice on the Financial Instruments and Exchange Act (such as regulations regarding solicitation of funds)
Fund Establishment and Management
Through previous involvement in the solicitation of investments in the private sector fund, we are able to offer the services based on our understanding of the legal issues associated with soliciting investment in and establishing a fund as well as an understanding of the potential conflicts of interest involved.
- Establishment of LPA
- Support for negotiations between LP/GP
- Advice regarding laws and regulations such as the Financial Instruments and Exchange Act
Legal, IT, and IP Services for Venture Companies
Details of Support Provided
- Investigation of new businesses
- Advice on capital policies
- Other consultations relating to IT and IP
Providing legal advice for venture corporations has specific characteristics due to the newness of the business and the importance of the company’s capital policy. If mistakes are made by the company at its launch, irrecoverable damage may result including attracting more users than the business could manage, or the need for another round of capital injections.
Details of Support Provided
- Examining the appropriateness of business models
- Regulatory review: We do not simply look to ensure regulatory compliance but we also investigate the regulations with a view to the client’s business model and the business’s potential for development
- Confirmation of potential IP infringement such as infringement of copyright or trademark as well as acquisition of required IP
Support for formulation of capital policy
Capital policy needs to be formulated and executed after simulating various plans, and depending on the results of these simulations a flexible response is required to build systems for issuing common stock, preferred stock, warrants and other instruments. In addition, incentive system such as stock options and performance-linked pay are an issue connected to the alignment of profits between shareholders and management, which has a major effect on capital policy and future company growth.
- Support for the formulation of capital policy
- Support for the design of capital structure frameworks
- Support for the design of incentive systems
Other IT/IP related projects
From his experience working as an executive officer responsible for service at a venture company handling e-books, HCA Law’s principal lawyer is able to provide support for the conclusion of contracts, negotiations, and conflict resolution with regard to projects concerning the licensing and transfer copyrights for publishers and creators, and the establishment of publishing rights as well as projects like licensing and the outsourcing of development.
Business Continuation/Succession
This is an issue that cannot be avoided particularly during the course of long-term relationships with clients that own their own business. Business continuation is an issue of inheritance, of finding a successor, of reducing tax exposure and sometimes of M&A. HCA Law can provide support to achieve the best solution, taking account of the client’s personal issues, with regard to whether the best option is to continue the business inside or outside the family.
If the client is considering continuing the business by transferring it to a third-party, proposals and support for negotiations can be provided to prepare a scheme that will not disadvantage employees and other related parties (in coordination with a financial advisor, financial institutions and other parties, support can be provided to search for an appropriate party and for the production of the required documents). Support is also available on inheritance issues (solutions to tax problems can be provided in conjunction with a partner tax accountant).
General Corporate Law
As a result of various career experience including experience as a corporate lawyer, experience working for private equity fund, experience moderating interests between shareholders and between shareholders and management, experience providing ongoing support to the control department of a non-financial business, Satoshi Hirota, HCA Law’s principal lawyer, is able to provide the following support as listed below.
- Compliance
- Conflicts over management rights
- Introduction of policies to prevent hostile takeovers
- Clarifying responsibilities of executives
- Human resources and labor issues
- Consultations on general issues of corporate law
- Matters relating to laws and regulations concerning financial institutions (finance industry laws such as banking and insurance laws)
- Advice on holding general meetings of shareholders and board of directors meetings
- Advice on improving liquidity and securitization.
