Skip to content

Corporate FinanceFrom covenants in loan agreements to bond issues and third-party allotments of shares, our attorneys review the contracts and Companies Act procedures together.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
Borrowing · Bonds · Capital increases · Class shares

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to Corporate Finance matters.

KADOKAWA FRONTEO YAMAP ACROVE LAPRAS AVA Intelligence OPTIEUM Biotechnologies ReDelta Concrew LINEA Innovations TECHSUITE YStory

Checking the contracts and Companies Act procedures that differ by funding method

The risks to check differ by funding method: for borrowing, the repayment burden and covenants; for bonds, explanations to investors and post-issuance management; for equity, dilution and shareholder composition. After checking consistency with your existing loan agreements and shareholders' agreements, we carry the results into contracts, minutes and explanatory materials.

  • You cannot tell whether loan covenants are compatible with changes to your business plan
  • You are unsure where to start on bond issuance terms and procedures
  • In a third-party allotment, favorable-price issues and existing shareholders are left for later
  • Each refinancing leaves the treatment of personal guarantees by management unclear

Why LegalAgent

With LegalAgent, you can move contracts and Companies Act procedures forward on one schedule

We support your financing decisions in three ways: fast answers, fees you know before we start, and a review that spans funding methods.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    Worked back from the payment or drawdown date

    We answer contract reviews and routine legal questions within one business day as a rule. When the payment date or registration deadline is fixed, we work back from it to plan the resolutions and documents.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    Fees shown before we start, based on the funding method

    We ask about the funding method, the volume of contracts and the number of resolutions required, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03Across methods

    • Loan agreements
    • Bond terms and conditions
    • Offering terms and minutes
    • Class share terms

    Borrowing, bonds and equity compared side by side

    We set out the repayment burden, dilution and effect on financial indicators for each funding method, and also check for conflicts with your existing loan agreements and shareholders' agreements.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the contract terms; attorneys judge the terms and procedures

The AI Agent organizes the draft contracts and term sheets presented to you and extracts the issues; attorneys judge whether covenants fit your business plan, which body must pass the resolution and whether an issue is at a particularly favorable price.

AI Agentdoes the work

  • Extracts financial covenants, collateral and guarantees from draft contracts
  • Lists the points to check against existing loan agreements and shareholders' agreements
  • Drafts offering terms, minutes and bond terms and conditions

Attorneysmake the judgment

  • Judge whether covenants are compatible with your business plan
  • Decide the resolving body and whether an issue is at a particularly favorable price
  • Take responsibility for the final contracts and procedures
ConsultationPayment, registration and closing
  1. STEP 01Confirming the funding method and background

    Review the legal issues for each funding method and the relationship with existing financing contracts and shareholder composition

    Summary of issues and response plan

  2. STEP 02Reviewing contract terms and issuance terms

    Review covenants, collateral and guarantees, bond issuance terms or class share terms, and identify points that need revision

    Summary of contract and issuance term issues and direction for revisions

  3. STEP 03Designing internal procedures

    Sort out the required decision-making bodies, matters to be resolved and documents needed for registration

    Draft resolution and procedure timetable

  4. STEP 04Preparing contracts, minutes and explanatory materials

    Prepare proposed contract revisions, draft minutes and explanatory materials for banks and investors

    Proposed contract revisions, draft minutes, explanatory materials

  5. STEP 05Payment, registration and post-closing checks

    Review payment confirmation documents, documents needed for registration and post-closing reporting items

    Closing checklist

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

For each funding method, namely borrowing, bonds and equity, we match the starting point of the consultation, the business impact of leaving the issue unaddressed and what our firm reviews.

  1. 01

    You want to check whether the covenants in a loan agreement presented by a bank are compatible with your business plan

    If left aloneBreaching a financial covenant can cause loss of the benefit of time, leading to a demand for immediate repayment in full and spillover to other loan agreements

    What we doWe review the measurement criteria for financial covenants, grace periods and the notice and cure procedures on breach, in light of your business plan

    What you receive
    • Covenant review memo
    • List of questions for the bank
    • Summary of points for negotiating revisions

  2. 02

    You want to negotiate the release or modification of a personal guarantee by management

    If left aloneGuarantees keep being renewed with unclear scope and release conditions, leaving continued risk to the executive's personal assets

    What we doWe review the existing guarantee agreements and security arrangements and set out a strategy for negotiating with the bank

    What you receive
    • Guarantee and collateral summary table
    • Memo on negotiation strategy with the bank
    • Internal explanatory materials

  3. 03

    You are considering raising funds through a third-party allotment of shares

    If left aloneMistakes about which body decides the offering terms or whether the issue is at a particularly favorable price lead to redoing procedures and deteriorating relationships with existing shareholders

    What we doWe review which body decides the offering terms, whether the issue is at a particularly favorable price and how to deal with existing shareholders, and design the procedure

    What you receive
    • Draft offering terms
    • Draft board and shareholders' meeting minutes
    • Payment and registration timetable

  4. 04

    You are considering issuing bonds or convertible bonds

    If left aloneProceeding without sorting out whether a bond administrator is required or whether the bonds are secured stalls the process when explaining to investors or registering

    What we doWe sort out the issuance terms, whether a bond administrator is required and whether the bonds will be secured or unsecured, and design the issuance procedure

    What you receive
    • Draft bond terms and conditions
    • Forms for bond subscription applications and the bond register
    • Issuance procedure timetable

  5. 05

    You are comparing the terms of multiple funding methods such as borrowing, bonds and equity

    If left aloneYou carry out the financing without being able to compare the repayment burden, dilution and effect on financial indicators of each method

    What we doWe sort out, across methods, the contract terms of each funding method, the internal procedures and their relationship with existing financing contracts

    What you receive
    • Funding method comparison table
    • Expected timetable
    • Issue summary for decision-making

Scope of our corporate finance support

We set out the matters to review and the deliverables for borrowing, collateral and guarantees; bonds; equity; and internal procedures for financing.

Borrowing, collateral and guarantees
For loan agreements presented by banks, we review the scope of covenants, collateral and guarantees.
  • Review of loan agreements (monetary loan agreements)
  • Summarizing collateral and guarantees
Bonds and convertible bonds
We sort out the issuance terms and procedures for bonds and convertible bonds.
  • Designing bond issuance terms
  • Support for carrying out the bond issuance procedure
Equity and class shares
We sort out the design of third-party allotments of shares and class shares (preferred shares) and the related Companies Act procedures.
  • Organizing the procedure for a third-party allotment of shares
  • Designing the terms of class shares (preferred shares)
Internal procedures and explanatory materials for financing
We sort out the internal procedures and explanatory materials needed to decide on and carry out financing.
  • Comparing funding methods
  • Reviewing materials for investors and banks

Our approach

What we focus on in Corporate Finance

In corporate finance, we focus on the following points.

  1. 01

    Distinguishing where the risk lies for each funding method

    We distinguish where the risk lies for each method: for borrowing, the repayment burden and covenants; for bonds, accountability to investors and the post-issuance management framework; and for equity, dilution and shareholder composition.

  2. 02

    Checking consistency with existing financing contracts and shareholder composition

    When considering new financing, we check consistency with collateral and guarantee clauses in existing loan agreements and with matters requiring prior consent under shareholders' agreements with existing shareholders, and identify any conflicts.

  3. 03

    Designing Companies Act decision-making bodies and procedures around your business schedule

    After sorting out whether a resolution of the board of directors or of the shareholders' meeting is required, we work backward from the payment date and registration deadline to build a timetable from decision to execution.

  4. 04

    Organizing explanations to banks and investors as negotiating material

    In negotiating terms, we separate the materials explaining your financial position from your negotiating priorities, and present them in a form that lets you decide which terms you can concede and which you cannot.

Pricing

Corporate finance fees

For borrowing, bonds and equity alike, the scope of review differs with each funding method, so we provide a quote after hearing the details.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • Type of funding method (borrowing, bonds or equity) and whether methods are combined
  • Volume of contracts and term sheets and the extent of comparison with existing contracts
  • Number of decision-making bodies required (board of directors, shareholders' meeting)
  • Expected number of rounds of negotiation with banks and investors
  • Urgency of the timetable through payment and registration

We provide an individual quote after reviewing the funding method, the volume of contracts and the resolution and registration timetable.

Team & Record

Attorneys who know M&A and financing handle your matters

Financing matters
65Since 2024, issuer and investor side
M&A and capital transactions
20+
Contract reviews and drafts
2,000+
Client companies
150+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical Guides to Financing

Funding methodsChoosing Between Bridge Financing and Venture Debt: Contract Points to Check

When considering a bridge as interim funding until the next round, it is important to identify the source of repayment before choosing between additional equity and a loan, and to sort out the constraints under existing contracts and the terms of the covenants.

Related practice areas

FAQ

Frequently asked questions

How does this differ from startup financing support?

This page covers financing in general, including borrowing and bonds, and financing by companies of all kinds, not only startups, rather than startup-specific financing support centered on equity funding from VCs. For consultations centered on investment agreements and shareholders' agreements with VCs, please also see the Startup Legal page.

Can you handle a consultation on a loan agreement alone?

Yes. We also handle consultations limited to a loan agreement presented by a bank. We review the financial covenants, events of acceleration and the scope of collateral and guarantees.

Can we consult you about negotiating the release of a personal guarantee by management?

Yes. After reviewing the existing guarantee agreements and security arrangements, we help set out a strategy for negotiating with the bank. Whether the guarantee can be released is itself a matter for discussion with the bank, so our support focuses on setting the negotiation strategy and preparing explanatory materials.

Can we consult you even if this is our first bond issue?

Yes. Even if you have never issued bonds, you can consult us from the stage of designing the issuance terms. We sort out the issues that need to be decided for a first issue, such as whether a bond administrator is required and whether the bonds will be secured.

Can we consult you before our materials are ready?

Yes, you can start a consultation while still considering the funding method. If you have a draft contract presented by a bank or an existing shareholders' agreement, providing them as well makes our review more precise.

Can you handle a consultation limited to comparing multiple funding methods?

Yes. We also handle consultations to compare the contract terms of multiple funding methods, such as borrowing, bonds and equity, side by side.

Can we consult you if our financial position is deteriorating?

This page is intended for consultations on ordinary financing. If the focus is on revising repayment terms or dealing with creditors, please also see the Restructuring, Insolvency and Collections page.

Can we consult you about financing during IPO preparation?

For consultations centered on capital policy and disclosure in IPO preparation, please also see the IPO Support page. This page focuses on contracts and Companies Act procedures for borrowing, bonds and equity.

Contact

Tell us where your financing plans stand

You can consult us on the basis of whatever you know at this point, such as the funding method under consideration or materials presented by banks or investors.

  • A free 30-minute online first meeting
  • You can consult us only about a loan agreement from a financial institution
  • You can consult us while still considering how to raise funds