[Translation from Japanese to English ] The management, who holds X-percent of shares, estatlished SPC for 5 billion ...

Original text

対発行済でx%を保有する経営陣が500万円でSPC設立し、SPCを通じてベンチャーキャピタルから5億円を調達し株式の買取りを行うと、合併後出来上がりの株主構成が、経営陣60%、ベンチャーキャピタル20%、既存株主20%となる資本再構成のストラクチャーを2種類の種類株式によって実現。この際、資金調達時のSPCの企業価値（10億円）と買取時のA社の企業価値（1億円）が異なることから税務リスクが生じると会計事務所から指摘を受けたが、社債に近い設計とすることでリスクを解消した

Translation / English

The management, who holds X-percent of shares, estatlished SPC for 5 billion yen. When they raised 5million yen from a venture capital through SPC and purchased the shares, the post-merger shareholder structure was completed, which is:
the management 60%, the venture capital 20%, the existing shareholders 20%. The re-configuration of the structure was realised by two types of shares. In that regard, the accounting firm pointed out that the difference between the SPC corporate value (10 Billion yen) in the moment of funding and the purchase of corporate value of A ( (200 Million Yen) may incur the tax risk, but the risk was eliminated by constituting them as the one close to the bonds.

3_yumie7- about 11 years ago
数値の訂正；SPC corporate value (1 Billion yen) 、corporate value of A ( (100 Million Yen)

Translation / English

With the managements holding an accumulated x% of the issued stocks establishing an SPC with a 5-million fund of their own, and with additional 500 million from a venture capital via the SPC and buying the stocks, I made the stocks eventually to be shared by; 60% with the managements, 20% with the venture capital, and 20% with the existing shareholders when the merger is done, by introducing 2 classes of shares. Our accountant suggested this should incur taxation due to the difference between the SPC's value (1000 million) as of the fund raising and the value of A (100 million) as of the buyout. I successfully avoided such a risk by designing the scheme similar to corporate bonding.

14pon- about 11 years ago
すみません。1000 million は 1 billion でした。（なじみのない数字なもので）

Translation / English

Management with x% ownership of issued sticks establishes a SPC with 5 million yen, and then buy the stocks financing 500 million yen from the venture capital through the SPC. After the maeger, the owner of capital will be: Management 60%, Venture capital 20%, The existing stockholders 20%. This structure of capital remodelling will be realized with two classes of stocks. In this case, the accounting firm pointed out the tax risk that there is difference between the value of SPC (1 billion yen) at the point of financing and the vale of A company at the point of stock purchase. We avoided the risk creating te scheme similar to bonds.