Legal and investment DD support for M&A and investment reviews.
M&A Support / LegalAgent
M&A and legal due diligence, built for deal speed.
From initial review and letters of intent (LOI) to legal due diligence, SPA negotiation, closing and PMI. LegalAgent, an AI-native law firm, combines lawyers with AI agents to complete legal DD in as fast as two weeks*1, at fixed fees starting from JPY 500,000*2 — supporting your acquisition from decision-making through closing.
2 weeksFastest DD completion from the kickoff meeting*1
¥500,000+Minimum fee, fixed before engagement*2
End-to-endLOI, DD, SPA and closing
*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.
Clients & Partners
LegalAgent clients and business partners are shown above. They are not limited to M&A support engagements.
Numbers
Our track record in M&A and investment matters
We support deal decisions through legal DD for acquisitions and investments, negotiation of SPAs and investment agreements, and closing.
Fastest period from the kickoff meeting to delivery of the DD report, helping legal work keep pace with the deal.
Fundraising and investment matters since 2024, including negotiations for both investors and issuing companies.
Contracts reviewed and drafted, including major transaction documents such as SPAs and shareholders' agreements.
Approximate figures based on our firm's track record. Scope varies by matter.
Problems
Is legal work becoming the bottleneck in your deal?
Lengthy DD slows down the entire deal
The target has disclosed its materials, but the DD report takes one or two months. Price negotiations and the closing schedule cannot move forward in the meantime.
Unpredictable legal fees make it difficult to proceed
An hourly quote puts DD alone at several million yen. In a small or mid-sized deal, legal fees may be too high relative to the transaction value, leading the buyer to reduce the DD scope.
It is unclear how DD findings should be reflected in the SPA
Should an identified risk be addressed through conditions precedent, representations and warranties, covenants or special indemnities? When the DD report is disconnected from contract negotiations, the negotiation strategy remains unclear.
Deal Flow
From initial review to PMI. Support across the deal process
You can engage us for individual phases or for end-to-end support from the initial review. We design the scope around the transaction structure, target size and schedule.
Phase 01
Initial review
- Transaction structure
- NDA and letter of intent (LOI)
- Document request list
Phase 02
Legal DD
- Review of disclosed materials
- Q&A management
- DD report preparation
Phase 03
Contract negotiation
- SPA or business transfer agreement
- Representations, warranties and indemnification
- Shareholders' agreement
Phase 04
Closing
- Confirmation of conditions precedent
- Board and shareholder approvals
- Closing documents and registration
Phase 05
PMI
- Contract transfers and CoC matters
- Integration of policies and employment matters
- Governance framework
Why LegalAgent
Lawyers and AI agents, working at deal speed
01
Faster DD through AI and attorney review
AI agents organize large volumes of disclosed materials, identify issues and reference prior DD matters, allowing attorneys to focus on risk assessment and judgment. We can complete DD in as fast as two weeks from the kickoff meeting and deliver a report designed for management decisions.
02
Fixed fees starting from JPY 500,000
To remove uncertainty around M&A legal costs, we confirm the scope and fee before engagement. For a target company incorporated within the last three years, summary-format DD starts from JPY 500,000. There is no unexpected hourly billing.
03
One design from DD findings through the SPA
We explain whether each DD finding should be addressed through conditions precedent, representations and warranties, covenants or special indemnities. The DD report becomes the blueprint for contract negotiations. Our approach is also designed for small and mid-sized deals, including startup M&A and business succession.
Scope
From the acquisition decision through closing
We identify risks at the target company within a limited timeframe, reflect DD findings in the transaction terms and move the deal through closing. Our support covers the legal work buyers need across the M&A process.
Legal DD
Legal due diligence
We design the scope based on the transaction and target size, then deliver a DD report that supports management decisions.
- Document request lists and Q&A
- We manage the DD process from designing disclosure requests through management interviews and Q&A exchanges.
- Review of priority issues
- We review contracts, permits, intellectual property, employment, disputes, governance and other priority areas relevant to the transaction.
- DD report
- From a summary report to full-scope DD, we organize findings and the proposed response in the SPA.
SPA / Closing
Contract negotiation and closing
We translate DD findings into transaction terms and support execution of the deal.
- SPA drafting and negotiation
- Drafting share purchase and business transfer agreements; designing representations and warranties, indemnification, conditions precedent and covenants; and considering price adjustment clauses.
- Closing support
- Confirmation of conditions precedent, corporate approvals including board and shareholder meetings, closing documents and registration.
- Initial PMI support
- Contract transfers, change-of-control clauses, integration of policies and employment matters, and governance frameworks.
Fees
From JPY 500,000, fixed before engagement
M&A legal costs do not need to be unpredictable. DD alone can cost several million yen at a large firm. By combining lawyers with AI agents, LegalAgent designs a scope and fixed fee proportionate to the size of the deal.
Legal DD
¥500,000and up (tax excluded)
For target companies incorporated within the last three years, we offer summary-format legal DD from JPY 500,000. For full-scope DD, SPA negotiation and closing support, we quote a fixed fee before engagement after discussing the outline of your deal.
* The minimum fee of JPY 500,000 (tax excluded) applies to summary-format DD for target companies incorporated within the last three years. Fees are quoted before engagement based on the target's size, the volume of disclosure materials, focus areas and the report format.
- Fee confirmed before engagementWe begin after confirming the scope and price. There is no unexpected hourly billing.
- Flexible scope designWe tailor the scope to the deal, from full-scope and red-flag DD to individual phases such as SPA review or closing support.
- Schedule working back from closingAt the first consultation, we present a legal schedule for DD, negotiation and corporate approvals based on the planned closing date.
Comparison
What to compare in an M&A legal services quote
| Item | Questions to ask | LegalAgent termsAI Native Law Firm |
|---|---|---|
| DD timeline | When the period starts, disclosure requirements, number of Q&A rounds and report format | Completed in as fast as 2 weeks from the kickoff meeting*1 |
| Fees | Fixed or hourly pricing, work included and circumstances that create additional fees | From JPY 500,000*2 — fixed fees confirmed before engagement |
| Review scope | Full-scope or red-flag DD, areas covered, deliverables and whether a reporting session is included | Scope designed around transaction size and priority risks |
| Connection between DD and the SPA | Advice after the DD report, reflection in the SPA, contract negotiation and closing support | Findings carried through to SPA clause design |
*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.
Practical Guide
M&A legal guide
Practical guidance on legal issues that arise in M&A. Topics marked “Coming soon” will be added over time.
Overview and initial review
- Review basics for M&A letters of intent
- Companies strong in M&A and due diligence manage daily legal work differently
- Choosing between a share acquisition and a business transferComing soon
- Choosing an M&A structure and identifying legal issuesComing soon
Legal due diligence
- Buy-side legal due diligence checklist for startup acquisitions
- Legal due diligence preparation before a startup becomes the sell-side in M&A
- What investors look for in legal due diligence around Series A
- How to read a legal DD report and reflect findings in the SPAComing soon
- Choosing between red-flag and full-scope DDComing soon
SPA and contract negotiation
- Review basics for indemnity, price adjustment and closing clauses in an SPA
- Founder risks often missed in SPA representations and warranties
- Change-of-control clause review checklist
- Assignment prohibition clauses and transfer restrictions
- Practical considerations for representations and warranties insuranceComing soon
- Earnout clause design and dispute riskComing soon
Startup M&A and related issues
- Founder shares and shareholders' agreements before startup M&A
- CVC and business-company collaborations: what startups should check before signing
- Key-person clauses and management retention designComing soon
FAQ
Frequently asked questions
Can we consult you while we are still considering an M&A transaction?
Yes. We can support you from the initial stage, including transaction structure, review of NDAs and letters of intent (LOI), document request lists and legal due diligence scope design.
Can we engage you only for legal due diligence?
Yes. Depending on the target company and transaction size, we can also conduct red-flag DD focused on priority areas such as contracts, employment and regulatory permits.
Can you also advise the seller?
Yes. We can help the seller organize disclosure materials, build a data room, manage Q&A, negotiate representations and warranties and indemnification in the SPA, and prepare for closing.
How are fees determined?
We design the scope based on the transaction structure, the target's size, the volume of disclosure materials and the focus areas, and present a fixed-fee quote before engagement. For target companies incorporated within the last three years, summary-format DD is available from JPY 500,000 (tax excluded). In all cases there is no additional hourly billing.
How long does due diligence take?
We can complete DD in as fast 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, and we present a schedule working backwards from your planned closing date at the first consultation.
How do you protect confidential information?
Attorneys are subject to statutory confidentiality obligations, and LegalAgent uses AI tools in environments where input information is not used for model training. Our information security policy provides further details.
Contact
Tell us about your deal
You can contact us before submitting an indication of interest or simply to understand the likely DD cost. We will review the transaction structure, schedule and target profile, then propose the legal support and estimate needed.
- Initial consultations are available online
- You can consult us from the earliest stage of an acquisition review
- We can coordinate with financial advisers, intermediaries, tax advisers and accountants