Negotiating the Acquisition of Distressed Japanese Companies

About the Course:

Negotiating the acquisition of distressed Japanese companies is extremely complicated in terms of applicable laws, financing issues and cultural sensitivities. Fortunately, three highly-experienced and successful lawyers provide a very thorough overview of the governing laws and procedures relative to Japan's Civil Rehabilitation Procedures ("CRP").

Among the issues discussed during this session are:

  • What types of insolvency procedures are available?
  • Does the existing management team continue to operate the company?
  • Are creditors free to enforce their claims during the CRP?
  • What are the eligibility requirements and procedures?
  • What is the expected time frame for completion of CRP deal?
  • What types of transaction costs are likely to be incurred?
  • To what extent do sponsors have access to relevant information (including the court docket)?
  • How is the sponsor selected?
  • What are the types of deal structures permitted?
  • What is the difference between "in-the-plan" and "out-of-the-plan" deals?
  • What is the sponsor's involvement in court hearings and informational meetings for an out-of-the-plan deal?
  • How are secured creditors treated in the CRP?
  • How do sponsors ensure that leased equipment and contract rights are included in the CRP deal?
  • Are break-up fees typical in a CRP deal?
  • What provisions generally appear in a purchase agreement used in a CRP deal?
  • What is the significance of liquidation value in a CRP deal?
  • How are patent licensors' rights and responsibilities affected by CRP?

Course Leaders:

Arthur Mitchell, Senior Counselor, White & Case LLP

Mr. Mitchell has over thirty-eight years of experience, much of it in Asia and is one of the leading American lawyers specializing in investment and financing transactions around the world.

Prior to joining White & Case in September 2007, Mr. Mitchell was General Counsel of the Asian Development Bank (ADB). He became General Counsel of the ADB in 2003 and supervised all aspects of legal advice given with respect to documentation of public sector and private sector loan transactions, equity investments, political risk guarantees and bond financings. Mr. Mitchell managed an office comprised of 42 attorneys from 18 countries and was responsible for compliance with Bank policies and procedures. He advised the President and the Board of Directors on corporate governance, institutional and administrative matters, and all litigation involving the bank.

Ayako Kawano, Partner, White & Case LLP

Ayako Kawano is a partner in the Tokyo M&A practice. She has extensive experience includes advising international and domestic clients on acquisitions, dispositions and restructuring of distressed loan and real estate portfolios, as well as in private equity investments, restructuring and cross-border bankruptcy-related M&A.

Ms. Kawano is widely recognized as a leading real estate expert across a broad range of practices, from formation of funds, to acquisitions and dispositions, including J-REITs and complex financing deals.

Kenneth A. MacKay, Associate, White & Case LLP

Ken MacKay has over ten years' experience representing multinational and Japanese companies in a variety of corporate and financial transactions, particularly in the areas of cross-border M&A, joint ventures and syndicated loans.

Prior to joining White & Case, Mr. MacKay practiced at a prominent national law firm in San Francisco, where he assisted commercial banks, investment funds and Fortune 500 companies in a wide range of banking, insolvency and general corporate matters. Mr. MacKay also previously worked in Tokyo at a global investment bank and for two years on secondment to a leading Japanese chemical company.

Course Length: Approx. 1.0 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at