[Event Report] Mori Hamada & Matsumoto and MNTSQ Co-Host Roundtable.

MNTSQ Inc. (Headquarters: Chuo-ku, Tokyo; Representative Director: Ryuhei Itaya; hereinafter "the Company"), which advocates the vision of "making all agreements fair," held a co-hosted roundtable on March 3, 2026, to commemorate its capital and business alliance with Mori Hamada & Matsumoto (Mori Hamada). Partner attorneys from the firm were invited as speakers.

On the day of the event, corporate legal managers were invited, and leading attorneys delved into the latest guidelines and strategies for defense and dialogue that companies should adopt regarding the rapidly increasing unsolicited acquisitions and shareholder activism in the Japanese market.

▶︎Opening Remarks: Ryuhei Itaya, Representative Director, MNTSQ Inc. MNTSQ Representative Itaya gave the opening remarks, expressing gratitude to all participants for this first joint event commemorating the capital and business alliance with Mori Hamada.

He also stated that unsolicited acquisitions and shareholder activism, the themes of this event, are currently topics of high interest in the Japanese market. He expressed his hope that participants would take home practical tips through sessions led by attorneys with top-tier specialized knowledge. Finally, he concluded his opening address by expressing his expectation that this roundtable would serve as a venue for companies to forge their next strategies in an era where the fusion of technology and legal expertise is indispensable.

Ryuhei Itaya, Representative Director, MNTSQ Inc.

▶︎Session ①: Corporate Acquisition Guidelines (Manabu Ishiwata, Managing Partner / Attorney, Mori Hamada) Attorney Ishiwata explained the Corporate Acquisition Guidelines formulated by the Ministry of Economy, Trade and Industry, detailing the decision-making framework companies should refer to when faced with an unexpected acquisition proposal.

Manabu Ishiwata, Managing Partner / Attorney, Mori Hamada

Previously, acquisition proposals without management consent tended to be labeled "hostile" and rejected. However, in recent years, the trend has shifted towards evaluating the merits of an acquisition from the fundamental perspective of whether it contributes to enhancing corporate value. The key point here is that while a company's board of directors must sincerely consider a genuine acquisition proposal, including an attractive acquisition price, they are not obligated to accept it. The business judgment rule applies to the board of directors when deciding on the merits of an acquisition. The target company's directors must determine whether the acquisition proposal contributes to the company's corporate value.

He emphasized that "sincere consideration" involves a process of quantitatively and qualitatively analyzing the proposed terms and thoroughly discussing them at the board meeting. He concluded by stating that it is desirable for management in this era of guidelines to be prepared to articulate their company's value in numbers, proactively compare and examine acquisition proposals against their own growth strategies, and fulfill their accountability.

▶︎Session ②: Latest Trends in Acquisition Response Policies and Countermeasures (Ken Matsushita, Partner / Attorney, Mori Hamada) Attorney Matsushita explained the latest trends in defense and countermeasures that companies can take when facing an imminent acquisition crisis.

Ken Matsushita, Partner / Attorney, Mori Hamada

Previously, many companies adopted pre-emptive acquisition defense measures, but these have become difficult to gain investor support for, and their number has significantly decreased. On the other hand, in recent years, cases of unsolicited acquisitions and large-scale stock acquisitions by activists have increased, leading to growing interest among listed companies in emergency-type acquisition response policies (acquisition defense measures).

Emergency-type response policies now include not only traditional types aimed at securing time and information for shareholders to judge the merits of an acquisition to ensure corporate value and common shareholder interests, but also types that only secure time to find another partner (white knight) who can offer better acquisition terms. Based on recent court precedents and practical trends, he explained the feasibility and expected effects of emergency-type response policies, as well as the factors to consider when deciding on their implementation.

▶︎Session ③: Shareholder Activism and Corporate Preparedness (Kohei Morita, Partner / Attorney, Mori Hamada) Attorney Morita explained how to approach shareholder activism, including the importance of daily preparation.

Kohei Morita, Partner / Attorney, Mori Hamada

Recent activism is no longer deployed with content and methods that might be perceived as somewhat forceful or one-sided, as in the past. Instead, it often involves logical and persuasive arguments that sharply pinpoint deficiencies in the target company's governance or inefficiencies in capital allocation. Therefore, it is not rational for companies to reflexively refute or refuse dialogue, as such responses risk losing the trust of other investors.

In this situation, it is crucial for companies to not panic and react only when activism unfolds, but rather to calmly analyze and understand how investors view their company on a daily basis, where they perceive areas for improvement, and to organize what measures they are taking or intend to take in response (i.e., robust corporate preparedness). From this perspective, he emphasized the importance of engaging in deep dialogue based on rational logic with institutional investors and others on an ongoing basis. He concluded with the message that a continuous attitude of objectively and rigorously re-evaluating one's company from an investor's perspective and constantly making improvements leads to building a corporate structure that is resilient to any activism.

▶︎Summary: Manabu Ishiwata, Managing Partner / Attorney, Mori Hamada At the end of the program, Attorney Ishiwata delivered a message about the future of legal affairs brought about by legal tech.

He shared the current situation in his firm where many attorneys, from young to veteran, routinely utilize AI, and those proficient in technology often generate high added value. He also expressed the view that AI is not merely a tool for efficiency but a tool for enhancing professional capabilities. Finally, he concluded the event with a strong statement that MNTSQ and Mori Hamada will work together to create the future of legal affairs.

▶︎Participant Voices (Excerpts) * I often attend seminars on this topic, but this one was more in-depth and clearly explained than others, which was beneficial. * It was very helpful as I am considering creating a response manual for when an acquisition proposal is received. * By utilizing MNTSQ, I hope to handle daily contract operations with high quality and efficiency, and allocate sufficient resources to important topics like those discussed today. * In addition to clearly organizing difficult concepts, they generously provided realistic insights backed by practical experience. * It was a good opportunity to meet (reunite and catch up with) attorneys and legal professionals from other companies.

About MNTSQ CLM (Contract Lifecycle Management) MNTSQ CLM comprehensively supports the entire contract lifecycle, from contract creation, review, execution, and management to knowledge (insight) generation, with AI. Through company-wide use, from legal departments to business divisions, it enables improved business speed and the establishment of a robust governance system. https://mntsq.co.jp/product

About MNTSQ Inc. MNTSQ was founded in 2018 with the vision of "making all agreements fair." Currently, it has business alliances with three top Japanese law firms and develops and provides corporate services, "MNTSQ CLM" and "MNTSQ AI Contract Assistant," which combine their specialized knowledge and insights with cutting-edge AI technology. MNTSQ aims to transform the way contracts are made through AI, creating a world where all agreements can be concluded fairly, by anyone, instantly.

Company Name: MNTSQ Inc. Establishment Date: November 14, 2018 Location: Harumi Island Triton Square Office Tower X, 4F, 1-8-10 Harumi, Chuo-ku, Tokyo Representative: Ryuhei Itaya URL: https://mntsq.co.jp