[Webinar] A must-see for those in charge of M&A! Know-how of international M&A deal management learned from case studies in 60 minutes ~Thinking about issues in contract negotiations and price negotiations due to the impact of COVID-XNUMX~

[The materials for this seminar can be downloaded from the form below.]

◆ Target:
Management, Compliance Officers, Corporate Auditors, Internal Auditors, Legal, International Litigators, etc.

◆ Program:
A must-see for M&A professionals! 60-Minute Case Study: Overseas M&A Deal Management Know-How - Consideration of Contract Negotiation and Price Negotiation Issues due to the Impact of CovidXNUMX

1. Contract negotiations with DD
[Case 1] A case where a factory quality control problem was discovered after the acquisition (India)
・ Why was the quality control problem overlooked?
・ Consideration of acquisition form – carve out of problematic part
・ M & A contract issues and negotiation techniques (representations and warranties, compensation clauses, preconditions, etc.)
・ Negotiation issues of MAC (Material Adverse Change) clause

2.How to deal with emerging market risks
[Case 2] A case in which a huge amount of fraudulent accounting problems were discovered after the acquisition (Germany / China)
・ Emerging market risk / fraud risk
・ Risk hedging measures through joint acquisition and two-stage acquisition
・ How to use "DD after closing"

3.Valuation and Price Negotiations – Given the Impact of Covid19
・ Corporate value and shareholder value
・ Valuation and price negotiation (based on the influence of covid19)
・ Closing account method vs. Locked box method
・ Earn-out - last resort when price points are not aligned
[Case 3] A good example of non-financial index type earn-out (UK)

4.How to use representation and warranty insurance
[Case 4] Fund sale and representation and warranty insurance (New Zealand)
・ What are the cases for which representation and warranty insurance should be considered?
・ Risks covered by representations and warranties (financial statements, taxes, violations of laws and regulations, etc.)
・ What is the insurance premium level? Doesn't DD discoveries cover?

XNUMX.Question-and-answer session

◆ Lecturer:

Tokyo International Law Office Attorney Mikiharu Mori
Graduated from the Faculty of Law, University of Tokyo in 2002. Registered as a lawyer in 2004.Nagashima / Ohno / Tsunematsu Law Office.
Completed the Master of Laws program at Columbia University in 2011. Registered as a New York State Attorney in 2012. 2011-2012 Shearman & Sterling (New York). 2016 Hibiya Nakata Law Office. 2019 Tokyo International Law Office opened.We are good at overseas M & A and domestic M & A by Japanese companies.

Kotaro Okada, Attorney-at-Law, Tokyo International Law Office
Graduated from the Faculty of Law, University of Tokyo in 2004. 2006 Graduated from Keio University Law School 2007 Registered as a lawyer
January 2008-March 1 Nishimura & Asahi Law Office 2019 Completed Master's Program at Duke University Law School September 3-July 2014 Worked at Davis Wright Tremaine LLP Seattle Office September 2014-August 9 Sumitomo Corporation Seconded to Legal Department Co., Ltd. April 2015 Participation in our office