Concept Paper Published: 'Rental M&A Office' - A New Support Model for M&A Execution Functions for Listed Companies and PE Investees

Nautilus Capital Co., Ltd. (Headquarters: Chiyoda-ku, Tokyo; Representative Director: Koki Takahashi; hereinafter 'the Company') has published a concept paper titled 'Rental M&A Office: Redefining the M&A Function of Japanese Companies,' which explains a new M&A execution support model for listed companies and PE investees.

This document focuses on the 'M&A execution function within operating companies,' which has been overlooked by traditional support environments such as intermediaries, financial advisors, and consultants. It systematically organizes the structural issues and solutions. It reveals what Japanese companies need to make M&A a 'usable weapon' and presents the 'Rental M&A Office' as a new option.

■ Background of the Concept Paper Release

The number and value of domestic M&A transactions have been on an upward trend for the past 10 years. In 2025, the transaction value increased by 82% year-on-year, reaching a record high. Due to the Tokyo Stock Exchange reform requiring companies with a PBR below 1x to address the issue, carve-outs and business portfolio restructuring by large corporations, the expansion of PE funds, and a surge in business succession M&A, M&A has dramatically shifted from being a 'special option considered when there is room' to a 'survival strategy' that determines a company's fate.

On the other hand, very few companies have been able to make M&A a 'usable weapon.' According to a survey conducted by the Company, only 17% of 52 listed companies with M&A intentions have dedicated personnel. The survey revealed that 77% handle M&A in conjunction with their corporate planning duties. (See the paper for details.)

This concept paper was published based on the awareness that the reason many Japanese companies cannot make M&A a 'usable weapon' is not a 'lack of strategy, but a lack of execution function.'

■ Content and Structure of the Paper

The concept paper consists of the following six chapters.

Chapter 1 points out three structural changes: the arrival of the great M&A era, the qualitative sophistication of M&A, and the distortion of the human resources market, explaining the necessity of the 'Rental M&A Office.'

Chapter 2 organizes the four walls hindering M&A execution and the structural reasons why hiring M&A specialists is not feasible.

Chapter 3 confirms the differences between traditional support environments like intermediaries, financial advisors, and consultants, and the 'Rental M&A Office.' It also explains the 'Outsourced Corp Dev' model in the West as a precedent for the 'Rental M&A Office.'

Chapter 4 details three case studies of listed companies and PE investees that have introduced the service, while also transparently presenting cases where the 'Rental M&A Office' is not suitable.

Chapter 5 answers detailed questions regarding fee structure, confidentiality management, scope of decision-making, and contract period.

Chapter 6 proposes how the M&A function of Japanese companies should evolve, based on a five-level matrix of M&A function maturity and a phased internalization roadmap.

■ What is the 'Rental M&A Office'?

The 'Rental M&A Office' is different from M&A intermediaries, financial advisors, strategy consultants, or in-house hiring. Intermediaries and financial advisors handle deal matching and advice but do not delve into the buyer's internal promotion or PMI. Consultants are strong in analysis but do not cover the messy aspects of execution. For in-house hiring, personnel with end-to-end experience are almost non-existent in the job market, and the workload fluctuates significantly, creating a risk of fixed costs.

The 'Rental M&A Office' was born to solve these problems. It establishes a permanent contact point within the company, participating in daily decisions and meetings via Slack, internal email, and even board meetings, functioning as the client's M&A representative. It operates on a monthly variable cost model, enabling immediate deployment and flexible involvement according to the volume of deals.

In the West, a similar model called 'Outsourced Corp Dev' is well-established, with a monthly fixed retainer model that does not depend on success fees being the standard. The 'Rental M&A Office' inherits this philosophy, adopting a fee structure that aligns compensation with the client's best interests.

■ About the Concept Paper

Title: 'Rental M&A Office: Redefining the M&A Function of Japanese Companies'

Publisher: Nautilus Capital Co., Ltd.

Pages: 36 pages total

Target Audience: Listed companies and PE investees (CFOs, corporate planning managers, executives, etc.)

Distribution: Free

URL: https://nautilus-capital.jp/download/concept

Related Material: https://note.com/nautilus_capital/n/n055186266b72?app_launch=false

This article also explains the background thinking behind the 'Rental M&A Office,' such as 'why we support the practical aspects of M&A,' which could not be included in the concept paper.

■ Company Overview

Company Name: Nautilus Capital Co., Ltd.

Representative: Representative Director Koki Takahashi

Location: 1-6-16 Kanda Izumicho, Chiyoda-ku, Tokyo

Established: April 2023

Business: M&A promotion support and other hands-on support related to corporate finance

Corporate Website: https://nautilus-capital.jp/

Representative X: Koki Takahashi | Rental M&A Office @ Nautilus Capital

LinkedIn: https://www.linkedin.com/in/takahashinc/

Contact: info@nautilus-capital.jp