New-Japan Business Consulting
Business strategy reports, business matching and M&A in Japan

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Office Overview

Dictionary of M&A terms

100% capital reduction

5% rule

CA

CAPM

D/E ratio

DCF method

DDS

DES

DIP finance

FA

GAAP

IB

Investment Banking

IFRS

IN-IN

IPO

IRR

M&A boutiques

M&A issues

MBI

MBO

MSCB

NDA

LBO

OUT-IN

PBR

PER

PMI

Q-ratio

SOX method

SWOT analysis

SPA

SPC

TOB

WACC

XBRL

Advisory contracts

Advisor

American Option

Earning Multiple Ratio

Letter of Opinion

Letter of Intent (LOI)

Primary information

Income approach

Income gain

Insider trading

Implied volatility

Waiver

Business transfers

Non-gainful trading

Exotic options

Equity finance

Exit

Execution

Escrow

Angel

Golden shares

Off balance

Options

Parent company

Organic growth

Over-allotment

Kabushiki Kaisha

Demerger

Repurchase clauses

Countertenders

Cannibalisation

Share transfer

Share value

Initial public offering

Initial Public Offerings (IPOs)

Share exchange

Share acquisition

Share transfer

Share transfers

Share splits

Specified companies with shareholdings

Shareholder agreements

Return on equity

General meetings of shareholders

Shareholder derivative actions

Simplified reorganisations

Auditing firms

Mergers

Flexible merger consideration

Merger and conversion law

Enterprise value

Corporate overview statement

Corporate restructuring funds

Enterprise Valuation

Expected return

Expected rate of return

Dilution

Dilution of shares

Basic agreement

Basic agreement

Economies of scale

Capital gains

Rescue M&A

Absorption mergers

Absorption-type demerger

Non-competition obligations

Competition strategies

Veto rights

Veto shares

Killer bees

Vault shares

Voting rights

Shares with restricted voting rights

Business alliances

Crown Jewels

Clayton Act

Credit spreads

Cross-border

Closing

Contingent liabilities

Greenmail

Growth

Business improvement plan

Management rights

Management resources

Business succession law

Principles of business decisions

Continuing ownership obligations

Settlement of accounts

Present value

Underlying asset value

Withholding at source

Impairment value

Investment in kind

Core business

Tender offer notification

Grant merger

Subsidiaries

International Financial Reporting Standards

Cost approach

Covenants

Conglomerate type

Corporate governance

Going private

Gorton model

Golden parachute

Row S

Final AgreementFinal contract

Replacement cost method

Insolvency

Fraud

Pre-Emptive Warning Measures

Saturday night specials

Triangular merger

Industrial Revitalisation Special Measures Law

Sunset clauses

Servicer

Basic Notice on Property Valuation

Financial advisers

Financial Advisers

Financial due diligence

Shell companies

Asset valuation

System due diligence (system DD)

City Code

Private rehabilitation

Synergy effects

Synergy buyers

Senior loans

Control premiumCost of capital

Shark repellent

Shares with put option

Shares with put option

Confidentiality agreements

Major shareholders

Class shares

Securities and Exchange Surveillance Commission

Minority shareholders

Showstoppers

Scorched earth operations

Short list

Share subscription rights

Newly-established merger

Newly established demerger

Succession outside the family

Intra-family succession

Trust-type rights plans

Net assets at market value

Market value

Time value

Business value

Business succession

Business transfer

Treasury shares

Advance warning rights plans

Substantial

Substantial

Net asset value method

Net asset method

Jewish Dentists

Listing

Board of directors approving transfer

Transfer tax

Restricted transferable shares

Restricted transfer company

Disclosure

Personnel succession

Personnel divestments

Vertical

Horizontal

Scheme

Squeeze-out

Staggered boards

Standstill clauses

Stakeholders

Stock options

Stock option accounting

Structure

Strategic buyers

Spin-offs

Sleeping beauty

Slow-hand takeover defences

Suicide pill

Supermajority clauses

Success fees

Normal revenue

Growth strategies

Sellers’ value

Latent shares

Selection and concentration

Tax-qualified corporate restructuring

Tax-qualified companies

Duty of care

Class shares subject to wholly call

Return on assets

Inheritance

Inheritance tax assessment

Relative method

Reorganisation taxation

Other

Allowance for retirement benefits

Retirement income

Retirement income tax

Large shareholding reports

Witness

collateral value

Terminal value

Third-party allotmentSecond company method

Representation proceedings

Dilution

Change of control clause

Commencement fee

Intermediate corporation

SME Financing Facilitation Act

SME Reconstruction Support Council

Excess profitability

Excess earning capacity

Tin Parachute

Affiliation advisory contracts

Qualified reorganisation

Timely disclosure

Hostile takeover

Discounted cash flow method

Disclosure

Deal maker

Exit

Debt-equity swaps

Debt-handling takeover defences

Debt financing

Dead Man’s Trigger

Due diligence (DD)

Data room

Investment banks

Investment limited partnerships

Investment funds

Special resolution

Tokumei Kumiai

Specified companies with land holdings

Top meeting

Exclusive negotiating rights

Names and lines of business

Internal control

Binomial model

Bidding method

Law on annual purchases

Name-clearing

Knock-out clause

Knock-in clause

Goodwill (goodwill)

Non-core business

Non-name

Non-name sheet

No-shop clause

No-talk clause

rows and columns

Dividend income

Knight on a white horse

Bankruptcy law

Potentially bankrupt companies

Happy Retirement

Economies of scope

Takeovers

Acquisition audits

Takeover

Takeover funds

Takeover defences

Buy-sell processing methods

Buyer’s Value

Valuation

Virtual Data Room

Pacman Defence

Purchase Method

Pearl Harbour File

Historical volatility

Largest shareholder

Non-qualifying reorganisations

Confidentiality agreements

Representations and warranties

Business due diligence

Business DD

Financial buyers

Finding

Funds

Fairness Opinion

Ordinary shares

Free cash flow

Physical succession

Physical division

Blausis criteria

Black-Scholes model

Blank check

Split-off type demerger

Demerger demerger

Separate taxation

Boone Pickens

Privatisation

Private equity

Pre-packaged civil rehabilitation

Proxy fights

Pro rata method

Bearhug

Law firms

Vendor due diligence

Venture capital

Beta

Jurisprudence of denial of legal personality

Legal recovery

Legal due diligence

Legal DD

White knighting

Intrinsic value

Book value succession method

Off-balance sheet liabilities

Volatility

Poison pill

rows and columns

Management buyout

Management interviews

Mandate

Market approach

Deemed dividend

Civil Rehabilitation Act

Civil law partnerships

Non-voting shares

Tax-free amortisation

Risk-free interest rate

Nominal shares

main deal

Mega Deal

Mezzanine

holding company

Equity pooling method

Equity method

Monte Carlo method

Ya bank

Shares with rights to elect directors and officers

Directors’ retirement benefits

Securities filings

Annual Securities Report

Friendly takeover

Preferred shares

Preferential negotiating rights

Favorable issue

Unocal criteria

European option

Rights plan

Conflict of interest

Risk-free rate

Risk premium

Reschedule

Retainer fees

Abbreviated reorganisation (abbreviated merger)

Liquidity discount

Progressive tax rate

Comparable company method

Comparable Transaction Comparison Method

Rep and Warranty

Subordinated loan

Leverage effect

Leveraged buy-out

Leblon basis

Consolidation

Consolidation adjustment account

Joint and several guarantees

Lehmann method

Lock-up

Ronald Perelman

Long list

Loan-to-value

Japanese line

Warrants

Discounted cash flow method

Discount rate