[Webinar] Signs of Fraud and Responsibility of Corporate Officers Part 1
2022/ 11/ 4
What are the risks to be dealt with in M&A? Part 4: Important viewpoints to avoid making the contract a mere rice cake, awareness of the seller's risk
2022/ 11/ 4
Skadden, Arps, Slate, Meagher & Flom LLP
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M&A is a complex transaction with technical terms that are not always easy to understand. However, it is not the details that are important in conducting an M&A (that can be left to the lawyers), but rather a general understanding of the "risks" that must be addressed in an M&A , and what they are and how to respond to them. Once you have that in mind, you can use it as a guideline to navigate the M&A process and avoid major misdirection. Therefore, in this video, I will not explain the details of M&A transactions or each clause of the contract, but rather, from a larger perspective, I will explain what the key risks are in M&A practice and how to respond to them. The theme of the 5th session is "Important perspectives on acquisition prices, awareness of the importance of price adjustment clauses".
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Skadden, Arps, Slate, Meagher & Flom LLP
You can download the materials from the form at the bottom of the page.
M&A is a complex transaction with technical terms that are not always easy to understand. However, it is not the details that are important in conducting an M&A (that can be left to the lawyers), but rather a general understanding of the "risks" that must be addressed in an M&A , and what they are and how to respond to them. Once you have that in mind, you can use it as a guideline to navigate the M&A process and avoid major misdirection. Therefore, in this video, I will not explain the details of M&A transactions or each clause of the contract, but rather, from a larger perspective, I will explain what the key risks are in M&A practice and how to respond to them. The theme of the 5th session is "Important perspectives on acquisition prices, awareness of the importance of price adjustment clauses".
1st:Important points to consider in the early stages of M&A (before DD)
2st:Important points in DD
3st:Types of risks to the target company, their location and responses (functions of the acquisition agreement)
4st:Important points to keep in mind to ensure that the contract is not just a pipe dream: be aware of seller risks
Part 5: Important points regarding acquisition prices and being aware of the importance of price adjustment clauses
Akira Kumaki, Partner
He serves as a partner in the Tokyo office. He specializes in M&A, corporate law, and financial instruments law, and has worked on many domestic and international M&A transactions. He has been involved in numerous M&A transactions in Japan and abroad, and has published a series of articles in the Business Law Journal from the January 2011 issue to the December 1 issue. Co-author of "The Current Operation of Takeover Regulations in the United Kingdom and Implications for Japanese Takeover Bids" (Kokusai Shoji Homu Vol. 2011, No. 12, 38), "Re-examination of Conflicts of Interest and Duty of Loyalty" (Shoji Homu No. 7), "Issues and Responses to Proxy Solicitation in Hostile Takeovers" (Shoji Homu No. 2010), and "Issues and Responses to Proxy Solicitation in Hostile Takeovers. -The Issues and Responses to Proxy Solicitation in Hostile Takeovers" (Shojihomu No. 1944), and "Revision of U.S. Inward Investment Regulations and Its Impact on Practice" (Shojihomu No. 1827).
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates is a leading international law firm with extensive experience in providing legal services to clients in Japan, the United States, and internationally in a wide variety of complex cross-border transactions. The firm's practice areas include mergers and acquisitions, joint ventures, capital markets, structured finance, real estate transactions, joint ventures, debt and equity finance, as well as the establishment of investment funds and corporate restructuring transactions. In particular, we are a pioneer in the U.S. investment regulations (CFIUS), and we have handled an overwhelming number of CFIUS cases compared with other firms in the U.S. We are also experienced in the area of corporate restructuring transactions and the establishment of investment funds.
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