Westlaw Japan Press Release

Westlaw Japan holds the first Premium Online Seminar
Seminar jointly hosted by Anderson Mōri & Tomotsune & Westlaw Japan

“Legal Strategy for Carve-out M&A”

Lecturer: Shigeki Tatsuno, Lawyer, Anderson Mōri & Tomotsune

Westlaw Japan K.K. (Minato-ku, Tokyo, Representative Director Yong Son Bang) will jointly host its first premium online seminar on “Legal Strategy for Carve-out M&A” with Anderson Mōri & Tomotsune on May 19th, Tuesday.
In the global economy with increasing uncertainty, further strengthening businesses with strengths based on “selection and concentration”, expanding the revenue base, and replacing business portfolios for those are becoming increasingly pressing issues for every company. Carve-out M&A, which is conducted by buying and selling certain businesses of a company, is used as an effective approach for replacing such business portfolios. However, this is not the only case where carve-out M&A is used, but it is also used in a variety of situations such as when establishing carve-up start up, cutting out seeds that are expected to be commercialized in the future and carrying out incubation as a joint business with other partners, creating a joint venture with strengths by cutting out and integrating each business with partners, and needing to separate some businesses due to reasons involving competition law.
From a legal point of view, carve-out M&A requires to consider matters while keeping an eye on the numerous and difficult legal issues in addition to those with regular M&A. For example, a type of structure to be used, stand-alone issues, blocking potential debt, a way to inherit workers and a way of representations and warranties need to be considered. Moreover, without a clear understanding of the technical structure and the nature of the contract structure and contract clauses, carve-out M&A cannot be conducted effectively.
In this seminar, an instructor who have handled many carve-out M&A, will provide in-depth explanations on legal points that are truly important and necessary to understand conducting carve-out M&A.

• Please note that the program and contents are subject to change.
• Please do not apply for this seminar if you are affiliated with a law firm (including people who is seconded or dispatched to a company, etc.).

The following special gifts will be included in this seminar.
1. Lecture Resume (Special edition)
2. A ticket for 1 hour free legal consultation (including conference call and video conference) by a lawyer, Shigeki Tatsuno (Anderson Mōri & Tomotsune)
3. Westlaw Japan Unlimited Free Trial
4. Special noveltyg

Please see here for the detail: http://www.westlawjapan.com/event/premium/200519.html

Introduction of Lecturer
Anderson Mōri &
Shigeki Tatsuno, Partner Lawyer
He graduated from the University of Tokyo Faculty of Law in 2000 and registered as a lawyer in 2002 and joined Anderson Mōri & Tomotsune. He graduated from the New York University School of Law in 2007 (LL.M.) and registered as a New York State Lawyer in 2008. From 2007 to 2008, he worked at Herbert Smith Freehills in Paris, France. Since November 2014, he has been a member of the review committee of the “Ethics Review Committee for Research on Humans” at the University of Tokyo Graduate School of Pharmaceutical Sciences, Department of Pharmaceutical Sciences. He is familiar with M&A, joint ventures and cross-border investment projects, and has advised in great number on funding and investment, corporate governance and crisis management. He also covers a wide range transaction and regulatory advice related to such as AI, data and healthcare, as well as other corporate legal matters. Especially in M&A, he handles many cases that require complicated structuring.