JAPAN Trends and Developments Contributed by: Norihiro Sekiguchi, Daisuke Mure, Yuki Kuroda and Ryosuke Sogo, Oh-Ebashi LPC & Partners
Recent trends in the M&A market Alongside regulatory developments, Japan’s M&A market has undergone a notable shift towards a more competitive and dynamic environment. One of the most significant trends is the rise of unso - licited and non-consensual transactions. Historically, hostile takeovers were rare in Japan, where friendly negotiations were the norm. However, the number of unsolicited transactions has increased in recent years, and a meaningful proportion of these deals have been successfully completed. This reflects broader chang - es in corporate governance, investor expectations and the influence of global M&A practices. At the same time, not all unsolicited approaches have succeeded. A high-profile example is the attempted acquisition of Seven & i Holdings by Alimentation Couche-Tard. Despite offering a substantial premium and signalling a willingness to engage constructively, the bidder was unable to secure meaningful co-oper - ation from the target and ultimately withdrew its pro - posal. This case highlights that, while unsolicited bids are becoming more common, execution risks remain significant, particularly where target engagement is limited. In contrast, the Fujitec transaction illustrates the con - tinued importance of strategic responses such as white knight interventions. Faced with pressure from an activist investor (Oasis Management), the target company (Fujitec) underwent governance changes, and the founding family partnered with a private equity sponsor (EQT) to execute a management buyout. The transaction ultimately gained support from the activ - ist shareholder. This case demonstrates that activism, governance reform and private equity participation are increasingly interconnected in Japan. Another important trend is the emergence of competi - tive bidding dynamics, as illustrated by the acquisi - tion of Shibaura Electronics. The company became the subject of competing takeover bids from a foreign strategic buyer (Yageo) and a domestic white knight (MinebeaMitsumi). The process evolved into a de fac - to bidding contest, with the ultimate outcome driven by price and execution certainty. This case signals a shift towards auction-like dynamics in Japanese M&A,
where multiple bidders compete openly for control of listed companies. Underlying these developments is a broader shift in the role of boards of directors. Japanese boards are increasingly expected to prioritise shareholder value and to engage seriously with credible acquisition pro - posals, even if unsolicited. This trend is reinforced by evolving soft-law guidance, in particular, the Guide - lines for Corporate Takeovers published by the Jap - anese government in 2023, and judicial scrutiny of transaction fairness, particularly the FamilyMart case, which emphasises not only formal processes but also substantive outcomes. Conclusion Japan’s M&A market is undergoing a structural trans - formation. On the legal side, proposed Companies Act reforms are set to streamline key transaction steps and expand structuring flexibility. In parallel, market practice is evolving towards greater openness to unsolicited bids, increased competition among bid - ders, and heightened expectations regarding transac - tion fairness. Energy Introduction In Japan, the promotion of renewable energy has been a central element of national energy policy, with the development of renewable energy generation being strongly supported by the Feed-in Tariff (FIT) scheme, which enabled project operators to sell electricity at fixed prices over long periods. In recent years, however, revisions to the FIT system, a gradual transition to the Feed-in Premium (FIP) scheme and a diminishing supply of land suitable for renew - able energy development have caused newly devel - oped primary projects to decrease, while transactions involving existing projects – commonly referred to as secondary transactions – have increased. At the same time, battery storage businesses have attracted growing attention to address challenges in maintaining a stable supply–demand balance in the face of fluctuating weather conditions.
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