Transaction Advisory Services for Buying Japanese Companies

We provide financial due diligence and M&A tax services to international clients on acquiring Japanese mid-cap companies or business with reasonable costs.

Financial Due Diligence

Our scope of work includes:

Language support
- Provide language support when international clients perform a Q&A process and management interview with a target company
General financial review of a target company
- Understand the historical business performance and current business and strategic plans
- Analyze revenue, gross margin, and EBITDA with respect to customers and products
- Identify key business drivers
- Assess the intentions of business and seller and terms of a proposed transaction
Review of quality of earnings
- Examine profit and loss items and accounting policies
- Analyze material profit and loss movements
- Assess historical normalized earnings
- Assess forward looking earnings
- Analyze quality of a revenue base (customer / product concentration, recurring vs one-off revenue etc.)
Review of quality of balance sheet and working capital
- Examine balance sheet items and accounting policies
- Assess net debt and debt-like items
- Assess working capital requirements
Risk assessment and mitigation
- Highlight key financial and commercial risks (red flags)
- Propose strategies to mitigate identified risks
- Assist with negotiation of sale and purchase agreement including post-closing purchase price adjustments

M&A Tax

Our scope of work includes:

Structuring
- Recommend the optimal deal structure from a tax perspective
Tax Due Diligence
- Review of the computation of the taxable result
- Inquiry on the tax affairs/management of the Target
- Review of the computation of the taxable result
- Review of tax returns filed
- Review of tax attributes available (tax losses)
Risk assessment and mitigation
- Propose strategies to mitigate identified risks
- Assist with negotiation of sale and purchase agreement including representations and warranties related to tax