JAPAN Law and Practice Contributed by: Tsuyoshi Ikeda, Aya Yasui, Takuya Ohata and Kohei Kohara, Ikeda & Someya
Ikeda & Someya Yurakucho ITOCiA 16th floor 2-7-1, Yurakucho Chiyoda-ku
Tokyo Japan
Tel: +81 50 1745 4000 Fax: +81 3 6261 7700 Email: tsuyoshi.ikeda@ikedasomeya.com Web: www.ikedasomeya.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation Chapter 4 of the Act on Prohibition of Private Monop - olisation and Maintenance of Fair Trade (Act No 54 of 1947 – the “Anti-Monopoly Act” or AMA) prohibits transactions that will substantially restrict competition in any relevant market. The Japan Fair Trade Commission (JFTC) is the com - petent Japanese authority for the AMA and prepares and publishes the Guidelines to Application of the AMA Concerning Review of Business Combination (established in May 2004 and most recently amended in December 2019) (the “Merger Guidelines”) to clar - ify details of how it analyses a proposed merger. The Merger Guidelines are also applied to cases below the filing threshold. The JFTC has also published the Policies Concerning Review of Business Combination (established in June 2011 and most recently amended in December 2019) (the “Merger Review Policies”), containing detailed merger control review procedures. In June 2025, the JFTC also published the Merger Review Guidebook – its first publication dedicated specifically to merger reviews – which provides a com - prehensive overview of the JFTC’s analytical frame - work and procedures in a more accessible format. Notably, it expressly refers to the JFTC’s practice of using monitoring trustees to ensure the implementa - tion of remedies, which until then had not been for -
mally documented in any of the JFTC’s published materials. 1.2 Legislation Relating to Particular Sectors The Foreign Exchange and Foreign Trade Act (FEFTA) regulates foreign transactions or inward investments as foreign direct investments or specified acquisitions. For example, FEFTA requires the filing of a notification prior to transactions in certain areas, such as weap - ons, aircraft, space, nuclear facilities, dual-use tech - nologies (which could be used for military purposes), cybersecurity, electricity, gas, telecommunications, water supply, railways and oil. In some industries, restrictions on inward investment under the industry-specific legislation will also apply, including under the following: • the Civil Aeronautics Act; • the Radio Act; • the Broadcasting Act; • the Mining Act; • the Ships Act; and • the Financial Instruments and Exchange Act. 1.3 Enforcement Authorities Merger control rules under the AMA are enforced by the JFTC as the sole regulatory authority in Japan. The JFTC is an external agency of the Cabinet Office, and the AMA expressly specifies that the JFTC must exercise its authority independently from any other governmental bodies.
354 CHAMBERS.COM
Powered by FlippingBook