◎Accusation of fraud against investment company executives = Trouble in M&A, Tokyo Metropolitan Police accepted - Tokyo-based company, over 500 million yen in damages

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On the 7th, it was learned from interviews with related parties that a company in Tokyo filed a complaint with the Metropolitan Police Department, alleging fraud against two executives of Lucian Holdings, an investment company that repeatedly engages in M&A (mergers and acquisitions) of small and medium-sized enterprises, claiming they were deceived out of over 500 million yen worth of their own shares. There have been a series of incidents regarding M&A of small and medium-sized enterprises, where acquiring companies have failed to adhere to the contract terms agreed upon with the selling companies, leading to disputes. The Small and Medium Enterprise Agency is taking measures, such as formulating guidelines to eliminate 'malicious buyers.' According to related parties, this company agreed in 2022 to sell itself to Lucian. In exchange for all its shares worth over 500 million yen, it was supposed to receive a check for the same amount, but after the share transfer, they lost contact with Lucian. The contract regarding the 'management guarantee,' which holds the management responsible for debt repayment in the event of bankruptcy, was also not honored, as it was supposed to be transferred to Lucian after the share transfer. Subsequently, Lucian purchased land under the name of this company, and the company's president was reportedly asked for some payments. The complaint submitted by this company was accepted in early July. The Metropolitan Police Department is expected to proceed with the investigation on fraud charges. According to another related party, there are believed to be over 30 other small and medium-sized enterprises that have encountered troubles, such as having their funds taken after being acquired by Lucian. Some companies have reportedly been forced into bankruptcy. In response to inquiries, Lucian claimed, 'It is not a problem for the parent company to use the funds of the acquired company. Rather, the companies introduced as acquisition targets were all troubled, and Lucian also suffered damages.' According to the Small and Medium Enterprise Agency, M&A of small and medium-sized enterprises is on the rise due to the aging of management and a lack of successors. In 2022, the number reached 4,304, marking the highest record for two consecutive years.

[Jiji Press]

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Summary
Lucian Holdings, an investment company involved in M&A activities with small and medium-sized enterprises (SMEs), is facing allegations of fraud after two of its executives reportedly deceived a Tokyo-based company out of shares worth over 500 million yen. The company filed a complaint with the Tokyo Metropolitan Police, which has been accepted. Issues have arisen in recent M&A transactions where acquiring companies failed to adhere to contractual agreements with sellers. In response, the Small and Medium Enterprise Agency is developing guidelines to eliminate 'malicious buyers.' The affected company had agreed to sell itself to Lucian in 2022, expecting to receive a check for the equivalent of its shares. However, after the stock transfer, communication with Lucian ceased. Additionally, a contract regarding the transfer of management guarantees was not honored, leading to further complications, including land purchases made by Lucian in the company's name. Over 30 other SMEs are believed to have faced similar issues post-acquisition, with some forced into bankruptcy. Lucian claims that using acquired funds is acceptable and that the companies they acquired were already troubled. M&A activities among SMEs are on the rise, driven by aging management and a lack of successors.