Regarding the Declaration of Compliance with the Guidelines

Declaration of Compliance with the "Guidelines on M&A (3rd Edition)"

At N Corporation, we hereby declare our commitment to the spirit and principles of the “Guidelines on Small and Medium-sized M&A (3rd Edition)” issued by the Small and Medium Enterprise Agency in August 2024 (Reiwa 6). As a party involved in M&A transactions concerning small and medium-sized enterprises (SMEs) and micro-enterprises, we strive to ensure fair and convincing deals for all stakeholders.

We recognize that M&A is not merely a method of business transfer, but a vital tool to solve succession issues, maximize corporate value, preserve employment, and revitalize regional economies. We deeply understand its importance and social significance.

1. Challenges in M&A and Our Mission

In recent years, M&A transactions among SMEs and micro-enterprises have increased. However, we have observed the following issues:

​

• Information asymmetry (differences in knowledge and experience),

• Lack of transparency in fee structures,

• Inadequate management of conflicts of interest,

• Insufficient understanding of contract terms.

In light of these challenges, we recognize our responsibility as M&A support professionals to ensure the fairness and transparency of each transaction. We are committed to realizing “M&A based on trust and mutual understanding” for both buyers and sellers.

​

2. Our Core Principles of Compliance

We pledge to adhere to the following principles in the execution of our M&A support services:

(1) Clarification of Contract Terms and Thorough Explanations

When entering into advisory or intermediary agreements, we clearly outline all terms—including fee structure, calculation of success fees, scope of support, and potential conflicts of interest—and provide thorough explanations to the client. We ensure that clients fully understand and agree to the terms before concluding any agreement.

(2) Elimination and Proper Management of Conflicts of Interest

Recognizing the potential for conflicts of interest inherent in M&A, we disclose any such situations prior to contract execution and obtain prior consent from the client. Particularly in cases where we are involved with both buyer and seller in the same transaction, we strictly manage information and separate duties to maintain neutrality.

(3) Establishment of a Reasonable and Fair Fee Structure

To avoid imposing excessive burdens on clients, we set reasonable and transparent fees based on the nature, role, and complexity of the services provided. All fees are clearly indicated in written estimates and contracts prior to the commencement of services.

(4) Documentation and Record Keeping

At every stage of the M&A process—expression of interest, basic agreement, due diligence, and final contract signing—we retain relevant materials and agreement records in writing or electronic format to prevent disputes and fulfill our accountability obligations.

(5) Proper Handling of Confidential Information

All business, financial, and personal information obtained during our support activities is managed with strict measures in accordance with relevant laws and contractual obligations, ensuring no misuse or leakage of such information.

​

3. Building Long-Term Trust

We take to heart the fact that each M&A engagement has a lasting impact on the future of the involved enterprises and their local communities. We will continue to embody the principles of the “Guidelines on Small and Medium-sized M&A” and commit ourselves to fair, neutral, and sincere practices that contribute to enhancing client value and fostering sustainable growth.