Financial advisory services (Buy-side)
Depending on the stage of consideration, from introduction of acquisition projects and proposals to brokerage support, we provide the following support until the completion of the acquisition.
- Introduction and proposal of an acquisition project
- Advice on preparation of letters of intent, various proposals, etc.
- Proposal of acquisition structure
- Various simulations related to acquisition price
- Advice on various aspects of acquisition negotiations
- Advice on preparation of disclosure materials, and closing support
Financial advisory services (Sell-side)
From verifying whether it is right to sell in the first place to completing the sale, we will provide the following support.
- Consideration of sale strategy
- Selection of and approach to the buyer
- Execution support for auctions
- Advice on preparation of various documents necessary for sale procedures
- Proposal of sale structure
- Various simulations related to sale price
- Advice on various aspects of sale negotiations
- Advice on preparation of disclosure materials, and closing support
Corporate valuation services
Due to recent corporate governance issues and the publication of M&A guidelines (“Guidelines on Fair M&A Practices,” 2019, Ministry of Economy, Trade and Industry), the need for fair corporate and stock value calculations is increasing every year.
Maxus Corporate Advisory provides valuation services in various situations in response to such growing needs.
- Advice on corporate and stock value calculations at the time of acquisition or sale, and preparation of various calculation reports
- Ratio calculations for mergers, share exchanges, share transfers (business integration), stock issuance, and other reorganization transactions
- Advice on stock value calculations prepared for special committees and boards of directors
- Preparation of fairness opinions (financial opinions)
Structuring (scheme) support services
For both sellers and buyers, M&A is not simply a matter of selling or buying shares. There are various factors to consider, including legal, accounting, and tax aspects, as well as schedules that take into account the circumstances of the parties involved. In the case of a publicly traded company, listing rules and closing schedules must also be taken into consideration. If you are the owner of the company, tax issues and family issues may also be a factor to consider. Our structuring support services take such various issues into consideration to determine the most appropriate method (structure, scheme).
At Maxus Corporate Advisory, our highly experienced professionals support our clients in considering the most appropriate structures (schemes).
Preferred stock valuation and design services
There are different “classes” of shares. Normally, only common stock is issued, but sometimes “class shares” are issued with preferential or restricted rights to dividends, voting rights, etc.
Among class shares, there are many situations in which “preferred shares,” which give preference to dividends, etc., are used, such as in venture companies, corporate revitalization, and business succession. Preferred shares have unique design and valuation methods that are not found in common shares, and require a certain level of knowledge and expertise.
- Preferred stock (class stock) design and analysis services
- Valuation services using options on preferred shares (class shares)
Financial and tax due diligence (DD) services
Conducting a financial and tax investigation (sometimes called an asset valuation) of a company to be acquired in an M&A transaction is referred to as financial and tax due diligence (DD).
At Maxus Corporate Advisory, we have many certified public accountants and tax accountants as staff members to perform financial and tax DD. While we can provide support for financial and tax DD alone, we can also provide “one-stop services” combining other services as follows: in M&A, valuation services to calculate the acquisition price, structuring services to consider transaction methods, and financial and tax DD services to identify financial and tax-related issues at the time of acquisition are essential, and these services cannot be neatly separated and are closely intertwined. The traditional approach has often been to order these services from separate firms, but it is difficult to divide issues that are closely intertwined in the first place, and it is natural to think that it would be better to consider them in a single firm. This is where our “Maxus One-Stop Service” has been well received.
Maxus One-Stop Service
At Maxus Corporate Advisory , a single company can perform both the FA function, which is generally handled by financial institutions, and the financial and tax DD function, which is generally handled by accounting firms. This facilitates the smooth coordination of information and reduces the burden on the client.
With regard to attorneys, since each type of case has different areas of expertise, we are able to collaborate with a variety of attorneys depending on the characteristics of the case. We also work closely with designated attorneys, such as corporate counsel, to handle the case.
Business restructuring advisory services
Transaction advice in the case of an over-indebted company may be referred to as corporate turnaround or business restructuring advisory services.
While there are some similarities with ordinary M&A advice, the rules used, such as laws and guidelines related to restructuring, are different. In addition, since the approval of creditors as well as shareholders is essential, there are unique conventions in terms of consideration for the parties involved. In particular, expertise is required in the following areas.
Advisors with no Conflicts of Interest
Whether or not best efforts have been made is especially important when creditors, courts, and others are making decisions. It is very important to use a professional advisor on the selling side who has no interest in the transaction.
Reorganization Structuring Services
In addition to the usual reorganization actions required for M&A, there are various other factors to consider. Typical issues include “legal reorganization (corporate reorganization or civil rehabilitation) or private reorganization,” and “capital reduction/increase method or secondary corporation method.” In these cases, not only legal aspects but also tax issues are involved, requiring unique know-how.
Restructuring Corporate Valuation Services
While there is no difference from ordinary corporate valuation from a theoretical point of view, in many cases, preferred shares are issued and restructuring is incorporated into the business plan, close examination of the business plan is important. In addition, various unique issues arise, such as discounted issue, dilution, and shareholder liability issues. Valuation work based on familiarity with these issues is necessary.
PPA (Purchase Price Allocation) services
PPA stands for “Purchase Price Allocation,” and refers to the process of allocating the purchase price in an M&A transaction to the relevant assets and liabilities at fair value. Although it has been implemented in U.S. GAAP and IFRS (International Financial Reporting Standards) for a long time, recently it is becoming more and more important for companies under Japanese standards as well.
At the time of acquisition, it is important to understand the amount of goodwill and its amortization burden. In some cases, it is important from the perspective of “pre-PPA services” to understand the estimated amount of goodwill even before the acquisition is completed.