Frequently Asked Questions
How to Choose an M&A Intermediary or Advisor in Japan
There is no general answer to “which M&A firm is best”. Japan’s SME Agency has, however, published points to check when choosing and before signing. Comparing candidates against that list gives you a common yardstick.
What should I check first?
Whether the firm is registered under the M&A Support Institution Registration System. The SME Agency recommends choosing from registered firms, which have declared compliance with the SME M&A Guidelines. Registration can be checked in the system’s public database.
The same document states that the quality of support still varies among registered firms. Registration is an entry check, not a reason to choose on its own.
Source: 中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」、M&A支援機関登録制度 登録支援機関データベース
What should I compare on fees?
Not only the rate, but the minimum fee, the base amount the fee is calculated on (deal value, total assets, etc.), and when fees become payable. For registered firms, the fee structure is in the database.
The same “5%” can mean very different payments depending on what it is applied to — deal value, or total assets including debt — and on the minimum fee.
Source: 中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」、M&A支援機関登録制度 登録支援機関データベース
Which contract clauses matter most?
Exclusivity clauses, tail clauses and restrictions on direct negotiation. The SME Agency notes that intermediary and FA agreements may contain these and encourages clients to understand them before signing.
Source: 中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」、中小M&Aガイドライン（第3版）
What should I ask about the firm and the people?
What support is provided at each stage, the assigned staff’s qualifications, years of experience and closed deals, and the firm’s organisation.
An M&A runs through valuation, matching, a basic agreement and a definitive agreement. Confirm concretely what the firm will do at each stage before signing.
Source: 中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」
What is the difference between an intermediary and an FA?
The SME M&A Guidelines set out conduct rules separately for intermediaries (contracted with both seller and buyer) and financial advisors (contracted with one side only).
The SME Agency document suggests considering another firm (intermediary or FA) or negotiating fees where you have doubts. Which fits depends on the deal.
Source: 中小M&Aガイドライン（第3版）、中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」
What if a firm’s sales approach seems improper?
You can report it to the system’s information desk, anonymously if you wish. On 1 September 2026 the SME Agency announced another warning to one registered firm that resumed advertising and sales to a party that had asked it to stop.
The desk does not resolve disputes or give advice. For individual questions, the SME Agency points to the prefectural Business Succession Support Centers and to second opinions from licensed professionals.
Source: 中小企業庁「不適切な営業行為に係るトラブルの発生を踏まえた対応について」（令和8年9月1日）、中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」
Where does SEISEI stand?
A financial advisor on the Chinese buyer’s side.
We handle buy-side target search, funding route and acquisition structure, financial due diligence, and closing and post-merger integration. Tax filing and tax computation are done by partner licensed tax accountants; contract drafting and negotiation on a client’s behalf by lawyers; registration by judicial scriveners.
What this page does not cover
Recommendations or comparisons of specific firms, market fee rates, and whether particular contract clauses are reasonable.
Primary sources
- 中小企業庁「M&A支援機関の選定・契約時に確認すべき事項」
- M&A支援機関登録制度 登録支援機関データベース
- 中小M&Aガイドライン（第3版）
- 中小企業庁「不適切な営業行為に係るトラブルの発生を踏まえた対応について」（令和8年9月1日）
Related
- Chinese buyers acquiring Japanese companies (in Chinese)
- Chinese Buyers Acquiring a Japanese SME
- Is an M&A Retainer a Red Flag?
Contact
We work on the buyer’s side: targets, structure and financial due diligence. ceo@seisei.tokyo
SEISEI provides financial and management consulting. It does not constitute tax representation, preparation of tax documents, or tax consultation as defined in Article 2 of Japan’s Certified Tax Accountant Act. Filings and tax computations are handled by partner licensed tax accountants (zeirishi).