JAPAN Law and Practice Contributed by: Masayuki Fukuda, Nagashima Ohno & Tsunematsu
• educate and train its employees to comply with these rules; • create internal compliance rules; • appoint persons in charge of activities that are nec- essary for compliance with these rules; and • appoint persons to audit such activities. 9.4 Restrictions on Advertising The installation of signboards, posters and other advertisements is prohibited outside the IR area, except for passenger terminal facilities in airports and ports. It is expected that the Commission will execute and publish a guideline on the advertisement and promo- tion of casino business, referencing the existing guide- lines under the Tobacco Business Act, whereby, for example, no advertisement of tobacco may be made via radio, the internet, or certain other media unless it is technically feasible to make such advertisement target only adults. 9.5 Sanctions/Penalties The Commission may order any person who makes any advertisements of, or promotes, casino business in violation of the applicable rules to suspend or cor- rect such advertisements or promotion by a certain deadline. Any person who violates such order may be subject to punishment by imprisonment with work for up to one year, a fine up to JPY1 million, or both. The Commission may make a recommendation that a person who has advertised or solicited the casino business or casino facilities in violation of the Com- mission’s guidelines for casino advertisements shall take measures necessary for its correction. If the per- son does not comply with such recommendation, the Commission may make a public announcement of such non-compliance. If the Commission finds that where (i) the advertise- ments might violate the relevant articles of the IR Implementation Law or do not follow the Commis- sion’s guidelines for casino advertisements, or (ii) the person might not comply with the Commission’s rec- ommendation, then the Commission may order the relevant person to submit necessary reports or have its officials enter such person’s offices or any other
facilities and may inspect the relevant documents and other materials. A person who has failed to submit such report or submitted a false report, or has refused, obstructed, or avoided an inspection pursuant to the above rules may be subject to punishment by impris- onment with work for up to one year, a fine up to JPY1 million, or both. 10. Acquisitions and Changes of Control 10.1 Disclosure Requirements There are no disclosure requirements specifically tai- lored for acquisitions or change of control of gaming and gambling companies. 10.2 Change of Corporate Control Triggers Under the IR Implementation Law, if the licensed casi- no business operator intends to carry out a merger, corporate split or transfer of its casino business, it must file with the Commission an application for the approval of such corporate reorganisation transaction. There is no definition of “merger”, “corporate split”, or “transfer of (casino) business” under the IR Implemen- tation Law and the terms will have the same meanings as those used under the Companies Act. A merger is a transaction in which a company’s rights and obligations are comprehensively accepted by another company and includes two types of mergers: • an “absorption-type” merger, in which one com- pany will merge into another company, which will be the surviving company; and • a “consolidation-type” merger, in which both com- panies will be merged into a newly incorporated company. A corporate split is a transaction in which all or part of the rights and obligations of a certain business divi- sion of a company are comprehensively transferred to another company and includes two types of corporate split: • an “absorption-type” corporate split, in which an existing company transfers a certain division of its business to another existing company; and
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