- External Seminars
Differences in Post M&A Disputes in Japan and Germany
- Date
- March 14, 2024
- Venue
- Tokyo Tokyo Facilities for Arbitration Hearings, Tokyo, Japan
Our international arbitration partners Hiroyuki Tezuka and Lars Markert spoke about the differences in post M&A disputes in Japan and Germany at a seminar titled “Japanese and German Perspectives on Post M&A Disputes." It was held jointly by the German Arbitration Institute (DIS) and the Japan Association of Arbitrators (JAA) in Tokyo on March 14, 2024.
Arbitration is a popular choice for dispute resolution in Japanese-German cross-border corporate transactions. In Germany, it has become the most common method of resolving post M&A disputes. Typical scenarios include disputes about contractual representations and warranties, purchase price adjustments, MAC (Material Adverse Change) clauses, earn-outs, escrowed funds, and statutory tort claims. Often legal and accounting questions are intertwined.
In a Japanese-German cross-border M&A deal, some common questions arise: Should I select arbitration? If so, what choices should I make in the arbitration clause? Is splitting the seat from the applicable substantive law a good compromise?
In this seminar, panelists who are active on the front line in Japan and overseas were invited to discuss typical challenges that arise from cross-border M&A transactions, how they can be addressed in contract drafting, and whether those issues can typically be solved through arbitration.
Speakers
Lars’ practice is focused on commercial and investment arbitration. He has particular expertise in contentious proceedings involving post-M&A, commercial, manufacturing, construction, and distribution matters, in areas such as life sciences, automotive, and energy. Lars also deals with cases involving governments, and has advised foreign investors and sovereign states on issues of foreign direct investment and public international law, including related negotiations and investor-state disputes. He has been involved in more than 50 international arbitrations as counsel and arbitrator under the arbitration rules of institutions such as the ICC, DIS, SAC, NAI, ICDR, KCAB, JCAA, SIAC, and ICSID, as well as under the UNCITRAL Rules.
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Hiroyuki heads our international dispute resolution practice. He specializes in international commercial litigation, arbitration, and mediation. He has represented many international clients, including multi-national manufacturers, banking and securities firms, insurance companies, and news media in disputes involving M&A, antitrust laws, corporate governance, insurance laws, intellectual property, defamation, joint ventures, licensing, construction, and other commercial matters, as well as international bankruptcy. He has been involved in a number of international arbitrations as counsel, sole arbitrator, and co-arbitrator (including chair) before the ICC, JCAA, AAA-ICDR, VIAC, KCAB, and SIAC.
Hiroyuki serves as Vice President of the Japan Association of Arbitrators and as Chief Director of the Japan International Mediation Center in Kyoto, was Vice Chair of the Arbitration Committee of the IBA Legal Practice Division, and was Co-Chair of the Dispute Resolution and Arbitration Committee at the IPBA from 2016 to 2020. From 2013 to 2016, he taught international arbitration and international dispute resolution at the University of Tokyo, School of Law as a visiting professor. Since 2013, he has been a member of the SIAC’s Court of Arbitration. He is also a member of the International Court of Arbitration of the ICC, and since 2018, he has been a Council member of the ICC Institute of World Business Law.