JAPAN Law and Practice Contributed by: Junichi Ueda, Etsuko Hara, Nobuto Shirane, Takahiro Hayase, Yutaka Shimoo and Miki Goto, Anderson Mori & Tomotsune
wool, cotton, photographic film, rubber tyres and machinery, are generally exempt from tariffs. The applicable tariff rate depends on the classifica - tion of goods under the International Convention on the Harmonized Commodity Description and Coding System (the “HS Treaty”). Additionally, countries or regions that are members of the World Trade Organi - zation (WTO) or have executed relevant treaties with Japan, such as an Economic Partnership Agreement (EPA), may benefit from tariff exemptions or preferable tariff rates. For more details of applicable tariff rates, Japan Cus - toms provides “Japan’s Tariff Schedule”, which is accessible on its website. Prior notification is required for share acquisitions, mergers, splits, joint share transfers and acquisitions of business or assets, etc, that meet certain criteria. The filing thresholds are different for each of these transactions. The major transactions and their thresh - olds are as follows. • For share acquisitions: (a) the total sales in Japan of the acquiring com - pany and other companies within the same combined business group as the acquiring company must exceed JPY20 billion; (b) the total sales in Japan of the acquired com - pany and all of its subsidiaries must exceed JPY5 billion; and (c) the ratio of voting rights of the acquiring com - pany upon the acquisition must newly exceed 20% or 50%. • For mergers: (a) the total sales in Japan of at least one party to the merger and other companies within the same combined business group as the party must exceed JPY20 billion; and (b) the total sales in Japan of at least one other party to the merger and other companies within the same combined business group as the 6. Competition Law 6.1 Merger Control Notification
other party must exceed JPY5 billion. • For acquisitions of business or assets, etc: (a) the total sales in Japan of the acquiring com - pany and other companies within the same combined business group as the acquiring company must exceed JPY20 billion; and (b) the total sales in Japan attributable to the busi - ness or assets to be acquired by the acquiring company must exceed JPY3 billion. Please note that the “combined business group” of a party refers to a group consisting of the ultimate parent company of the party and the subsidiaries of the ultimate parent company. No filing is required for a transaction within the same combined business group. For joint ventures, it is necessary to analyse whether each step of a transaction to establish a joint ven - ture constitutes one of the above-mentioned types of transactions that would be subject to the prior noti - fication requirement, and whether the relevant filing thresholds are met. Even where a contemplated transaction is not subject to the prior notification requirement, if the transac - tion would substantially restrain competition in any relevant market, the transaction would be prohibited under the Antimonopoly Act. According to the Policies Concerning Procedures of Review of Business Combination (as amended in 2026), the Japan Fair Trade Commission (JFTC) recommends voluntary consultation for transactions that do not meet the mandatory filing thresholds only because the acquired company does not satisfy the monetary thresholds, but that have an acquisition value exceeding JPY40 billion, if one or more of the following factors are met: • the business base or R&D base of the acquired company is located in Japan; • the acquired company conducts sales activities targeting Japanese consumers, such as providing a website or a pamphlet in Japanese; or • the total sales in Japan of the acquired company and its subsidiaries exceed JPY100 million.
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