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M&A SupportFrom legal due diligence through SPA negotiation, LBO loans and closing, one attorney team supports you end to end.

Free consultation Why LegalAgent
DD completion
As little as 2 weeks*1
Legal DD fees
From JPY 500,000*2
Scope
DD · SPA · LBO · PMI

*1 The DD completion period runs from the kickoff meeting and assumes that disclosure materials from the target company are in place. It varies with the volume of materials and the scope.

*2 The minimum fee of JPY 500,000 (tax excluded) applies to summary-format DD for target companies incorporated within the last three years. We quote a fixed fee before engagement based on the target's size and the scope.

Client companies served*

150+

Selected clients shown, in no particular order. * Shows clients and partners, not only M&A clients.

ACROVE KADOKAWA NOAH JASO Pacific Meta New Commerce Ventures Skyland Ventures FRONTEO YAMAP LAPRAS TECHSUITE YStory

Is slow legal work stalling your deal?

It can take one to two months from receiving disclosure materials to getting a legal DD report, and during that time neither price negotiations nor the closing schedule can move. Under hourly billing, the total legal cost is not fixed at the start, which delays the decision to engage counsel in the first place.

  • Legal DD takes so long that the whole deal stalls
  • Legal costs are hard to predict, so you hesitate to engage counsel
  • You are unsure how to reflect DD findings in the SPA

Why LegalAgent

With LegalAgent, your deal moves faster

We finish legal DD quickly and fix the fee before we start. The same attorney team handles everything from SPA negotiation to the LBO loan agreement.

  1. 01Timeline

    From disclosure materials to DD report1–2 months

    LegalAgentAs little as 2 weeks*1

    Start price negotiations sooner and lock in the schedule

    The AI Agent organizes the disclosure materials and spots issues, so attorneys can focus on assessing the risks and deciding what to do.

  2. 02Cost

    Hourly billingTotal unknown at the start

    LegalAgent (fixed fee)From JPY 500,000*2

    Legal fees are fixed before engagement

    We confirm the scope and the amount before we start, so there are no surprise hourly bills.

  3. 03End to end

    • Legal DD
    • SPA
    • LBO loan
    • Closing

    DD findings carry through to the SPA and the LBO loan

    The same team reflects legal DD findings in the SPA terms and coordinates so that the LBO loan's conditions to drawdown are also met on the closing day.

*1 The DD completion period runs from the kickoff meeting and assumes that disclosure materials from the target company are in place. It varies with the volume of materials and the scope.
*2 The minimum fee of JPY 500,000 (tax excluded) applies to summary-format DD for target companies incorporated within the last three years. We quote a fixed fee before engagement based on the target's size and the scope.

How it works

Legal due diligence: scope, process and timeline

The AI Agent organizes disclosure materials and spots issues; attorneys judge the legal risks. Within as little as two weeks of kickoff*1, we report our findings and how to address them in the SPA.

AI Agenthandles the work

  • Organizing large volumes of disclosure materials
  • Issue spotting and reference to past DD matters
  • Identifying missing materials

Attorneysmake the calls

  • Assess the risk of each finding
  • Decide how to address it in the SPA
  • Explain the findings to management at the report meeting
KickoffReport in as little as 2 weeks
  1. STEP 01Kickoff

    Fix the scope, present the disclosure request list and set a schedule worked back from closing

  2. STEP 02Disclosure and review

    Organize the disclosed materials, spot key issues and request missing materials

  3. STEP 03Q&A and interviews

    Prepare question lists and interview the target's management

  4. STEP 04DD report

    Report findings and how to address them in the SPA, and explain them at the report meeting

Six areas of review, and where findings go

AreaMain items checkedWhere findings mainly go
Corporate and sharesCorporate registry, articles, shareholder structure, transfer restrictions, past issuance proceduresConditions precedentReps and warranties
Material contractsContracts with key customers and suppliers, change-of-control clauses, anti-assignment, non-competeCovenants (consents)Conditions precedentPrice
LaborEmployment contracts, work rules, unpaid overtime, social insuranceSpecial indemnityPrice adjustment
IP and dataOwnership of trademarks and patents, employee inventions, OSS, personal dataReps and warrantiesRemedial covenants
Licenses and complianceRequired licenses, history of administrative sanctions, regulatory complianceConditions precedentSpecial indemnity
Disputes and contingent liabilitiesPending litigation, claims, guarantees and security, tax auditsSpecial indemnityPrice
  • 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

*1 The DD completion period runs from the kickoff meeting and assumes that disclosure materials from the target company are in place. It varies with the volume of materials and the scope. For more, see What is legal due diligence?

Process

Our support from initial review to PMI

The same attorney team handles everything from structuring the transaction to post-closing integration. The two critical phases are legal DD and contract negotiation.

  1. Phase 01Initial review
    • Structuring
    • NDA and letter of intent (LOI)
    • Disclosure request list
  2. Critical phasePhase 02Legal DD
    • Reviewing disclosed materials
    • Q&A
    • DD report
  3. Phase 03Negotiation
    • SPA or business transfer agreement
    • Reps, warranties and indemnity design
    • LBO loan agreement and security
  4. Phase 04Closing
    • Satisfying conditions precedent and conditions to drawdown
    • Funds flow memo and closing-day run sheet
    • Closing documents and registration
  5. Phase 05PMI
    • Contract transfers and change-of-control
    • SPC merger and covenant management
    • Integrating rules, labor and governance

Acquisition finance

Acquisitions financed with LBO loans, supported together with the SPA

In an M&A deal financed with an LBO loan, the SPA's conditions precedent and the loan agreement's conditions to drawdown must both be satisfied on the same closing day.
We run the two tracks in parallel, with the same team through to the funds settlement on the day.

Share purchase agreement (SPA)Buyer ⇄ Seller

  • Conditions precedent
  • Reps and warranties
  • Termination events

LBO loan agreementBuyer (SPC) ⇄ Lenders

  • Conditions to drawdown
  • Financial covenants
  • Events of default
Closing day Everything settles on one day
  • Loan drawdown
  • Payment of the purchase price
  • Repayment of existing debt
  • Delivery of security documents

We manage the order of remittances and the required documents with a funds flow memo and a closing-day run sheet.

Term sheet and loan agreement
We check the conditions to drawdown, financial covenants, restrictions on dividends, investments and additional borrowing, and mandatory prepayment clauses against the business plan, and set the approach for negotiating with lenders.
Negotiation memo / list of requested changes
Security, guarantees and target company procedures
We examine share pledges and other security, the timing and corporate approvals for security and guarantees provided by the target, and restrictions on granting security in existing contracts.
Security timetable / draft minutes
Repaying existing debt and releasing guarantees and security
We sort out whether prepayment is allowed, how the payoff amount is fixed and the conditions for releasing personal guarantees and security, and settle which documents to obtain from lenders.
List of existing debt, guarantees and security / release document checklist
Post-closing management
We manage the merger of the SPC and the target after the acquisition, additional security, and covenant reporting deadlines.
Procedure schedule / covenant tracker

We act for buyers, borrowers and target companies. Fees for deals with LBO loans are quoted individually after we review the structure, the volume of documents and the time to closing. For more, see LBO and Acquisition Finance.

Pricing

Legal DD and M&A fees: market rates, and a fixed fee set before engagement

Legal DD fees range from several hundred thousand yen to several million yen depending on the target's size and the scope, and under hourly billing the total is not fixed at the start. LegalAgent fixes the fee before we begin.

Legal DDFrom JPY500,000(tax excluded)*2

Fixed before engagement

*2 The minimum fee of JPY 500,000 (tax excluded) applies to summary-format DD for target companies incorporated within the last three years. We quote before engagement based on the target's size, the volume of disclosure materials, focus areas and the report format.

  • The fee is fixed before we startNo surprise hourly bills.
  • A flexible scopeFrom full-scope DD to red-flag DD, SPA review only or closing support only.
  • A schedule worked back from closingAt the first consultation, we present a legal schedule worked back from your planned closing date.

Our approach to fees is explained in How much do M&A attorney fees cost?

Team & Record

Attorneys who know M&A and financing handle your deal

Legal and investment DD
20+
M&A and capital transactions
20+
Financing matters
65Since 2024
Contract reviews and drafts
2,000+

* Approximate figures based on matters handled by our firm; the scope of support varies by matter.

Engineers

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

M&A legal guide

Legal DDWhat Is Legal Due Diligence (Legal DD)? Key Points on Its Purpose, Investigation Items, Process, Timeline and Reflection in the Contract

The items a buyer checks in legal DD, and where the findings are reflected.

FAQ

Frequently asked questions

At what stage can we engage you for M&A legal work?

From the initial review stage. We can start with structuring the transaction, reviewing the NDA and letter of intent (LOI), and designing the disclosure request list and the legal DD scope.

Can we engage you for legal due diligence only?

Yes. Depending on the target and the deal size, we can also conduct red-flag DD focused on priority areas such as contracts, labor and licenses.

What do M&A lawyers typically charge?

Legal DD alone ranges from several hundred thousand yen to several million yen depending on the target's size and the scope, and under hourly billing the total is not fixed at the start. At LegalAgent, summary-format DD for target companies incorporated within the last three years starts at JPY 500,000 (tax excluded), with a fixed fee quoted before engagement.

How long does DD take?

We can complete DD in as little as two weeks from the kickoff meeting, provided that disclosure materials from the target company are in place. The timeline varies with the volume of materials, the scope and the Q&A process.

Can you support acquisitions financed with an LBO loan?

Yes. Together with legal DD and the share purchase agreement, we support the LBO loan agreement, security and guarantees, repayment of the target's existing debt and release of its guarantees and security, and the funds settlement on the closing day, as one engagement.

Can you act for sellers?

Yes. We support sellers with preparing disclosure materials, setting up the data room, Q&A, negotiating the SPA's reps, warranties and indemnities, and preparing for closing.

How is confidentiality protected?

On top of attorneys' statutory duty of confidentiality, our AI Agent runs in an environment where your inputs are not used for training. Please also see our Information Security Policy.

Contact

Tell us about your deal

Whether you have yet to submit a letter of intent or just want a sense of legal DD costs, tell us about the transaction and we will propose the work needed and a quote.

  • Your first consultation is a free 30-minute online meeting
  • You can consult us at the earliest stage of an acquisition
  • You can consult us after receiving an LBO loan term sheet
  • We work with financial advisors, intermediaries, tax accountants and CPAs