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:

1. Language support
   • Provide language support when international clients perform a Q&A process and management interview with a target company
2. 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
3. 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.)
4. 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
5. 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:

1. Structuring
   • Recommend the optimal deal structure from a tax perspective
2. 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)
3. 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