The practical realities of executing international transactions took centre stage at a seminar in Tokyo, which the Japan In-house Counsel Network (JICN) and Anderson Mori & Tomotsune (AMT) co-hosted.
With cross-border M&A involving Japanese companies reaching historically high levels, the seminar brought together in-house counsel and legal practitioners.
Titled Cross-border M&A: Practical Insights and Recent Trends, the seminar featured AMT partners Koichi Saito and Hiroshi Ogura, together with senior associate Jesco Lindner. Saito moderated the discussion, while Ogura and Lindner shared perspectives drawn from Japanese and European legal practice.
The speakers explored the legal and commercial complexities that distinguish cross-border deals from domestic transactions, covering due diligence, contractual risk allocation and post-merger integration. They also examined evolving market practices, including the growing use of warranty and indemnity insurance.
Other topics included jurisdiction-specific risks that can affect cross-border transactions, including Japan’s stringent labour laws and the potential liability for unpaid wages, facilitating payment issues in Thailand, tax risks in India, notarisation requirements for share transfers in Austria, and Hong Kong’s stamp duty requirements.
The interactive session comprised live audience polling on the issues most relevant to in-house counsel. Participants identified due diligence challenges as the topic most closely aligned with their current work, followed by post-merger integration.
