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Business
06 January 2025

Unexpected Challenges Mar Japan’s M&A Boom

Despite rising mergers and acquisitions, SMEs face turmoil amid inadequate support and broker controversies.

The rise of mergers and acquisitions (M&A) among small to medium-sized enterprises (SMEs) has become increasingly prevalent across Japan, but recent reports indicate troubling issues haunting the market. Despite expected growth, the M&A sector is mired by accusations of malpractice and insufficient support, leaving many sellers vulnerable and financially troubled.

According to Recof Data, the M&A market is set for significant expansion, with estimates projecting approximately 850 publicized deals in 2024, marking around 20% increase from the previous year, and breaking historic highs. The surge is largely propelled by the aging demographic of business owners who are seeking to transition their firms through acquisitions. Yet these transactions often conjure complications.

Many sellers have reported receiving inadequate management support after the sale, leading to substantial financial losses. Accounts reveal instances where sellers saw their cash reserves considerably drained without sufficient operational guidance from the acquirer. Such problematic transactions have earned the moniker "vampire-type" acquisitions, highlighting the predatory nature of certain M&A dealings.

One source shared details about various SMEs facing this predicament, noting, "Such acquisitions are referred to as 'vampire-type,' showing significant confusion within the immature M&A market." This description encapsulates the broader sentiment from business circles grappling with the realities of these exchanges.

Beyond the sellers' struggles, brokerage firms have come under fire for exacerbated issues. With about 2,800 registered intermediaries, roughly half of which were established within the last two decades, the authenticity and reliability of M&A advisory services remain inconsistent. An executive from a major brokerage firm noted, "The market has seen rapid growth, but the quality of agents varies greatly," illustrating significant concerns over professional integrity within the sector.

These brokerage firms typically generate revenue from the completion of deals, prompting allegations of unscrupulous practices. Reports indicate these firms often pursue repeat clients by presenting multiple candidate firms, sometimes to the detriment of the transaction outcomes and increasing the likelihood of complications.

The combination of inadequate seller support and questionable practices among intermediaries portrays the Japanese M&A market as chaotic, particularly for SMEs attempting to navigate the murky waters of business transfers. Tokyo Shoko Research has documented numerous cases where reliance on acquired assets has led to broader operational failures and even corporate bankruptcies, underscoring the stakes involved.

Yet, as the M&A environment continues to mature, the expectation of standards becoming stricter looms large. With the increasing recognition of these complex issues, many industry insiders are advocating for reforms to help protect vulnerable sellers and to filter out unqualified brokers.

Looking forward, the dynamism within the M&A market does not appear to wane. This burgeoning field is likely to remain influenced by the pressing need for knowledge transfer from retiring business leaders to younger generations seeking to inherit these ventures. Adjustments will need to be implemented to mitigate the current crises and instill confidence back within the M&A ecosystem.

While the industry braces for advancements, the narratives highlighted reveal the urgent need for clarity and compassion as businesses transition their futures through mergers and acquisitions. These transactions cannot merely be treated as numerical statistics or growth strategies, but must be approached with the sensitivity and awareness they demand.