What You Builtin America,Handed Over Well.
Succession and M&A advisory for Japanese founders who built their business in the United States. We run buyers on both sides of the Pacific — US private equity, search funds and strategic acquirers, alongside Japanese corporates seeking a North American foothold — so you can compare real offers before you decide. Discuss it in Japanese, negotiate in English. Tokyo and Denver, start to close.
Initial consultations are free and confidential. We never contact your employees or business partners without your explicit go-ahead.
DUAL BUY-SIDE
Two buyer networks, Japan and the US
1,200
contacts in our US
buy-side network
Initial consultations are free and confidential. We never contact your employees or business partners without your explicit go-ahead.
Challenge
Not quite a Japanese problem.
Not quite an American one.
Handing over a US company owned by a Japanese founder runs into obstacles that neither country's playbook covers on its own — and most of them are settled outside the business itself, in immigration status and tax.
No successor close at hand
Your children have built their own careers in the US, and relatives in Japan cannot take over a US operation. Even a capable internal candidate rarely has the means to buy the equity. It is neither a Japanese family succession nor a typical American one.
Let the company go, and your status loses its basis
An investor visa such as the E-2 rests on owning and directing that specific business. Sell it outright and step away from operations, and the basis is gone even if the visa stamp and I-94 still have years left. If the buyer is not a Japanese national, the company's own eligibility can change too. Designing the sale and designing your status are the same exercise.
Holding on does not reduce the risk either
For a non-citizen who does not reside in the US, the federal estate tax exemption on US-situs assets is USD 60,000 — and shares in a US corporation count among those assets. (The US–Japan estate tax treaty may provide more favourable treatment.) “Not deciding yet” is not the same as doing nothing.
Same headline price, different net proceeds
US practice carries a tax asymmetry: buyers want to acquire assets, sellers want to transfer shares. Japan's exit tax on unrealised gains, and which country you are resident in when you sell, matter as well. Lining up headline numbers is not the same as comparing offers.
The calendar will not wait for the business to be ready
A return to Japan, retirement, family circumstances, a visa renewal. You do not get to pick when the clock starts — and the closer the date, the fewer buyers you can realistically run.
Buyers only ever gather on one side
Local brokers have no reach into Japanese acquirers; Japanese advisers cannot get to US buyers. So the one party already knocking on your door becomes the whole market, and you have nothing to compare their terms against.
Statements about immigration status and tax are general descriptions of how the rules work. On tax and financial matters we work with BDO, and on legal matters with our legal counsel, a partner at Anderson Mori & Tomotsune (see the professional network below). Immigration status requires confirmation by a US immigration attorney, whom we can introduce through our legal counsel where needed. WellBear does not determine or guarantee eligibility or tax outcomes.
Dual Buy-Side
Buyers from both sides of the Pacific.
The same company is valued differently — and lands differently — depending on who acquires it. So that you never have to decide from one side alone, we maintain our own buyer networks in both Japan and the United States.
Buyers in the United States
Acquirers who take over the business locally and intend to keep growing it.
Your US entity
A company incorporated in the US, owned by a Japanese founder
Buyers in Japan
Acquirers who want a foothold in North America — a business that already runs.
Run both sides, and you get something to compare.
We approach Japanese and US candidates in parallel and put the responses side by side once terms are on the table. US buyers price the growth left in the business; Japanese buyers price the fit with their own overseas strategy. Because the yardsticks differ, seeing only one of them is never enough to know what your company is worth.
Responses and terms vary by industry, size, timing and market conditions. Nothing here guarantees a particular valuation or a completed transaction.
Our Edge
Never run on one country's conventions.
A hand-over that spans Japan and the US does not go through on either side's norms alone. The team you work with is present, and practised, on both.
12+ yrs
in cross-border M&A
15+
M&A / PMI deals executed (10+ cross-border)
1,200
contacts in our US buy-side network
2
offices — Tokyo and Denver
Offices in Tokyo and Denver
Tokyo covers the Japanese side, Denver the US side. Neither half of the buyer search is outsourced — we run both in house, across the time difference, with the same intensity.
Decide in Japanese, execute in English
Every conversation, update and decision with you happens in Japanese. Buyer negotiations, English teasers and information memoranda, and contract correspondence are handled by bilingual advisers, with interpreters arranged by us where needed.
We are still working the buy side in Japan
We continue to advise Japanese corporate acquirers on their M&A today. So when it comes to Japanese companies seeking a foothold in the US, we know what terms they will actually move on — from live mandates, not an old contact list. Our team also includes members who ran sourcing, due diligence and post-merger integration in house at a listed operating company, so we know what buyers look at and where deals stall.
A startup backed by STATION Ai
We are backed by STATION Ai, a SoftBank-affiliated venture capital firm. Our buyer-sourcing infrastructure — a proprietary system combining paid global databases with AI — is built in house, so candidates are mapped systematically rather than pulled from a personal address book.
“12+ yrs” refers to years of experience in cross-border M&A. Deal count covers 15+ M&A and PMI engagements including domestic transactions, of which 10+ were cross-border.
What We Do
From first conversation to hand-over.
Introducing a buyer is not where our work stops. One team covers the design before the sale through to how the company and its people are carried over afterwards.
Designing the exit — status and tax first
When, to whom, and how much to hand over. What happens to your immigration status, whether it is a share sale or an asset sale, and which country you are resident in when you sell: these get settled first. Tax and structuring are confirmed with BDO and legal points with our legal counsel, while immigration status is taken as requiring confirmation by a US immigration attorney, whom we can introduce through our legal counsel. Only then do we decide which side's buyers to run. Do it the other way round and the design has to be rebuilt once terms arrive.
Finding and approaching buyers
We prepare the English teaser and information memorandum, then approach candidates in Japan and the US one by one through fully private, unlisted-URL teasers. Because it starts anonymised, the process stays invisible to employees and business partners.
Negotiation and due diligence
Bilingual advisers lead the negotiation. Quality of earnings and financial due diligence are handled by BDO, and legal due diligence and the definitive agreements by our legal counsel and partner law firms — and every point that needs your judgement is summarised in Japanese before it reaches you.
Through to the hand-over
How employees, the brand and customer relationships carry over. Your intentions go onto the table as part of the terms, and we stay with you through closing. Staying involved in the business for a defined period after closing can also be built into the deal.
Process
Five steps to handing the company over
From the first free consultation to closing, the engagement runs in five steps. Six to twelve months is a typical span, though it varies with the deal and the structure. Where a return to Japan or a retirement date is already fixed, we schedule backwards from it.
CONSULT
Free consultation
Whether a sale is realistic at all, and which buyers are likely — set out in the first, free conversation. We ask about the relationship between your US and Japanese entities, the shareholding, and your preferred timing, then outline how it would run.
Feasibility and likely buyers, on the first call
DESIGN
Exit design and materials
We fix the objectives and the ranking of terms, and decide which side's buyers to run. In parallel we prepare the English teaser and the information memorandum.
English teaser and IM prepared by us
APPROACH
Parallel outreach, Japan and US
US private equity, search funds and strategic acquirers, alongside Japanese corporates weighing US entry. Each candidate is approached individually via a fully private, unlisted-URL teaser, with detail released in stages after an NDA.
Both sides at once, fully confidential
NEGOTIATE
Negotiation, diligence, contracts
Bilingual advisers lead the negotiation. Quality of earnings and financial due diligence are handled by BDO, and legal due diligence and the definitive agreements by our legal counsel and partner law firms, with every decision point summarised in Japanese for you.
We lead; our alliance partners execute
CLOSE
Closing and hand-over
We stay on as your financial adviser through closing. Employee retention, customer relationships, and any continued involvement after closing are put on the table as part of the terms.
The hand-over is part of the deal, not an afterthought
Whether a transaction completes, and on what terms, depends on industry, size, timing and market conditions. Nothing here is a guarantee of outcome.
Accounting, tax and financial due diligence are carried out by BDO, and legal work by our legal counsel and partner law firms (see the professional network on this page). Immigration status requires confirmation by a US immigration attorney, whom we can introduce through our legal counsel. WellBear acts as financial adviser (FA), designing and running the overall process.
Target
Where owners usually are when they call
You do not need to have decided to sell. “Something I will have to think about eventually” is a perfectly good place to start the conversation.
Returning to Japan, or retiring
A move back to Japan is on the horizon, or retirement has started to feel close. You would rather hand the business to someone who will keep it running than wind it down.
No successor in sight
No family member intends to take over, and nobody inside the company can take on the equity. A sale to a third party is worth exploring.
Carving out the US business
Selling the US entity or the North American operation while the Japanese parent stays as it is — or the reverse, tidying up the Japanese side to concentrate on the US.
SCOPE
Companies we work with
- Companies
- Entities incorporated in the US (any state)
- Ownership
- Standalone US companies and US subsidiaries of Japanese parents
- Industry
- No restriction — services, retail, food, manufacturing, IT and more
- Size
- Privately held companies below USD 250M in revenue or USD 25M in EBITDA for the most recent fiscal year
Beyond that range we introduce partner professionals instead. Tell us roughly where you are and we will be straight with you.
Selling a company based in Japan?
For Japan-incorporated companies looking at an overseas acquirer, our page for sellers covers how that process runs.
Professional Network
We work alongside a top-tier professional team with deep
cross-border M&A experience.
LEGAL ADVISORY
Legal counsel — Yasushi Miki
Partner, Anderson Mori & Tomotsune
A partner at Anderson Mori & Tomotsune, one of Japan's largest international law firms, serves as our legal counsel. With an extensive record in cross-border M&A, overseas expansion and dispute resolution, he supports our structures and frameworks from both the Japanese and US legal perspectives.
Admitted in both Japan and New York (dual-qualified)
LL.B., University of Tokyo; LL.M., UCLA
Deep experience in cross-border M&A, corporate law and overseas expansion
Over ten years on the ground as head of office in major Asian markets
An international network built through secondment at a leading local firm
On legal work for individual transactions
Engagements on individual transactions are contracted directly with the firm, after a conflicts check. Where a conflict or similar issue prevents that, we can introduce another firm experienced in cross-border M&A.
TAX & FINANCIAL ADVISORY
Tax & financial advisory
BDO — an alliance with a major global accounting firm
Through an alliance with a major global accounting firm we have built specialist financial support for cross-border M&A, starting with financial due diligence (FDD). A team with deep cross-border experience backs the financial side of each transaction.
An extensive record of financial due diligence (FDD) on cross-border M&A
A global accounting and tax network able to handle multi-jurisdiction deals
Support on M&A valuation, structuring and tax efficiency
A flexible service model that also covers smaller cross-border transactions
Fluent in both Japanese accounting standards (J-GAAP) and international ones (IFRS / US-GAAP)
On financial and tax work for individual transactions
Engagements such as financial due diligence on individual transactions are quoted separately according to scope and delivered together with our alliance partner.
One team, end to end
From matching through due diligence, legal and tax work, and closing. We work with top-tier specialists in each field to support cross-border M&A end to end.
Frequently Asked Questions
Answers to the questions owners ask us most.
An investor visa such as the E-2 rests on owning and directing that specific business, so selling it outright and stepping away from operations generally removes the basis for your status — even if the visa stamp and I-94 still have time on them. That usually calls for design: staying on for a defined period, or making sure there is no gap between the sale and the filing for your next status. If the buyer is not a Japanese national, the company's own eligibility can change too. We start the design of the sale from these constraints. Eligibility itself, however, requires confirmation by a US immigration attorney and is not something WellBear determines or guarantees. If you do not already have one, we can introduce an attorney through our legal counsel.
There is risk in not deciding, too. For a non-citizen who does not reside in the US, the federal estate tax exemption on US-situs assets is USD 60,000, and shares in a US corporation count among those assets (the US–Japan estate tax treaty may provide more favourable treatment). Dealing with the US side after a death is far heavier for your family. Even before you decide to sell, it is worth having the exposure mapped out. How the rules apply to you is confirmed together with tax specialists such as BDO, our alliance partner.
US practice carries a tax asymmetry: buyers want to acquire assets, sellers want to transfer shares. Japan's exit tax on unrealised gains, and which country you are resident in when you sell, also affect what you keep. Because identical headline prices can leave very different net proceeds, we lay offers out on a net basis rather than a headline one. Which structure works better depends on your circumstances, so the design assumes confirmation by tax specialists such as BDO, our alliance partner.
There is no single answer. US buyers price the growth left in the business; Japanese buyers price the fit with their own overseas strategy, so the yardsticks differ. We approach both sides in parallel and lay the terms out side by side once they arrive. Not having to judge from one side alone is the whole point of holding networks in both countries.
Yes. Outreach starts from an anonymised teaser on a fully private, unlisted URL. Detail is released in stages, and only to parties that have signed an NDA after showing genuine interest. We never contact your employees, business partners or bank without your explicit go-ahead.
The sequence and the emphasis are different: headline terms are fixed in an LOI before exclusivity, buyers routinely run a quality-of-earnings review, and post-closing purchase-price adjustments, escrow and representations and warranties carry more weight than in Japanese practice. We design and run the overall sequence, coordinating BDO on the financial and tax points and our legal counsel and partner law firms on the legal ones.
Yes. Selling the US entity alone, carving out a US subsidiary of a Japanese parent, or transferring both together are all in scope. The right structure depends on the ownership chain and how the operations divide, so start by telling us how things are set up today.
Six to twelve months from first conversation to closing is typical, though it varies with the deal and the structure. Where the date is fixed we schedule backwards from it. The nearer the deadline, the fewer buyers you can realistically run — which is why the information-gathering stage, before any decision, is the best time to talk.
Often, yes. Staying on for a defined period as an executive or adviser during the transition is common with both US and Japanese acquirers. The length and the role go onto the table as part of the terms. If you would rather step away completely at closing, that is negotiated the same way.
The first consultation is free, and a consultation on its own never triggers a fee. The fee structure and its timing are set out in writing before any engagement, once we understand what you are looking to do.
Privately held companies below USD 250M in revenue or USD 25M in EBITDA for the most recent fiscal year. Beyond that range we introduce partner professionals instead. Tell us roughly where you are and we will be straight with you.
Scope of this service
This service covers advisory work and counterparty introductions for M&A transactions that transfer control — share sales and business transfers. The following are not included:
- Handling public offerings or private placements of securities (raising capital through the issuance of new shares)
- Brokering sales of minority shareholdings that do not transfer control
- Advice on the value of, or investment decisions in, individual securities
Financial and tax work — quality-of-earnings reviews, financial due diligence and the like — is carried out by our alliance partner BDO, and legal work such as legal due diligence and the drafting and review of definitive agreements by our legal counsel (a partner at Anderson Mori & Tomotsune) and partner law firms (see the professional network on this page). Individual determinations on immigration status are the work of a US immigration attorney, whom we can introduce through our legal counsel where needed. WellBear acts as financial adviser (FA), designing and running the overall process; it does not determine or guarantee visa eligibility or tax outcomes.
Get in Touch
Talk to us, in Japanese and free of charge, about succession or a sale of the company you run in the US. You do not need to have decided to sell.
Initial consultations are free and confidential. At the early stage you may enter your company name as “undisclosed”. We never contact your employees or business partners without your explicit consent.