At MSI, we believe in the power of cross-border collaboration between members. This case study highlights how Aquaxis Law Office in Japan worked with MSI member firms across the USA, Canada, Asia, and Mexico to guide a client through a complex cross-border transaction, ensuring a smooth and timely closing.
Client's background
Our client is a Japanese company, listed on the Tokyo Stock Exchange, with global operations in leasing and installment finance. In recent years, they have diversified into real estate leasing, renewable energy, and business process outsourcing.
The client planned to acquire 50% of a U.S. company based in Texas, a cross-border deal involving multiple jurisdictions. Key challenges included:
- US legal support: Due diligence and contract negotiations under Texas law.
- Merger notifications: Assessing filing obligations in six countries (Canada, China, Hong Kong, Singapore, Thailand, Mexico).
- Deal restructuring: Midway, the client decided to establish a Delaware C Corporation as a special purpose vehicle for tax reasons.
With limited time and a need for coordination across borders, the client required trusted legal advisors who could act quickly and effectively.
How did MSI Global Alliance provide the solution?
To meet the client’s needs, Aquaxis turned to MSI Global Alliance and brought together trusted partners across multiple jurisdictions.
In the U.S., Underwood Perkins P.C. in Texas carried out meticulous due diligence and guided the negotiation of key agreements, ensuring the right balance between legal protections and commercial goals. When the client decided mid-transaction to establish a special purpose vehicle in Delaware for tax reasons, Berger McDermott LLP acted swiftly to form a C Corporation under tight deadlines.
At the same time, Aquaxis coordinated merger notification analyses across six countries. MSI member firms in Canada (Gardiner Roberts LLP), China (DaHui Lawyers), Hong Kong (K.B. Chau & Co.), Singapore (Tito Isaac & Co LLP), Thailand (Hutter & Dhira), and Mexico (RVA Abogados S.C.) each provided clear, timely advice on whether filings were required.
As the main point of contact, Aquaxis handled communications with all the counsel and translated complicated issues into straightforward guidance for the Japanese client. This coordination helped ensure the project moved forward smoothly despite time zone differences and tight deadlines.
The result
The client successfully closed the transaction on time, with full confidence that merger control requirements had been addressed across all relevant jurisdictions. The establishment of the Delaware SPV was completed without delay, and the client felt protected by carefully negotiated agreements:
We didn’t think the results of the merger filing notification requirements research would impact the deal, but it was a “must-do” item to avoid unexpected delay of the deal, and we appreciated that Aquaxis, together with the MSI alliance, handled it quickly and cost-effectively.
For Aquaxis, the project highlighted the value of MSI membership:
- Trusted referrals across eight jurisdictions
- Coordinated advice under pressure
- Strong relationships that deliver client satisfaction and repeat opportunities
