Japan M&A Solution Incorporated, the Tokyo-listed M&A brokerage (TSE: 9236), disclosed on August 20 that it has been named as a defendant in a Tokyo District Court lawsuit filed on July 29, seeking ¥816.2mn in damages.
The plaintiffs are an individual investor based in Shinjuku, Tokyo, and a Shinjuku-based paper company represented by its director. They allege Japan M&A Solution breached its duties as an M&A intermediary during a 2023 transaction in which they sold all shares of a related company to a buyer that Japan M&A Solution had introduced. The plaintiffs have also filed suit against that buyer in the same case.
Japan M&A Solution's defense rests on contract language rather than a factual denial. Under the advisory agreement it signed with the plaintiffs, the company says its liability is limited to cases of intentional misconduct or gross negligence, and even then payout cannot exceed the fee it earned on the deal: ¥23.8mn. That figure is a fraction of the amount now sought in court.
The company said it will review the plaintiffs' claims and supporting evidence, and intends to argue in court that it fully discharged its duties as an intermediary. The filing sets out the company's position ahead of any court finding. It does not indicate how the Tokyo District Court will rule on the underlying liability question or on whether the fee-based cap will hold.