JAPAN Law and Practice Contributed by: Tsuyoshi Ikeda, Aya Yasui, Takuya Ohata and Kohei Kohara, Ikeda & Someya
the JFTC does investigate such operations in some cases – for instance, if challenged by relevant parties with regard to a violation of other provisions of the AMA. 2.4 Definition of “Control” The AMA does not define or use the concept of “con - trol”. Even if they do not raise any issues of “control”, transactions are subject to notifications once they meet the thresholds described in 2.5 Jurisdictional Thresholds . 2.5 Jurisdictional Thresholds The AMA distinguishes different notification thresh - olds for each type of transaction described in 2.3 Types of Transactions . It should be noted that the thresholds described in this section are the thresholds for a mandatory notification requirement. The JFTC has the authority to review any merger case below the notification thresholds. In fact, the JFTC announced that it had completed merger review of seven cases that were below the threshold during the fiscal year of 2024. The thresholds in a share acquisition are as follows: • the total domestic sales amount of the acquiring company group, composed of the acquiring com - pany, its subsidiaries, its ultimate parent company and the subsidiaries of the ultimate parent com - pany exceeds JPY20 billion; • the total domestic sales amount of the target com - pany and its subsidiaries exceeds JPY5 billion; and • the voting rights in the target company held by the acquiring company group will exceed 20% or 50% as a result of the acquisition. The thresholds in a merger are as follows: • the total domestic sales amount of any of the merging parties or the parties involved in the joint share transfer exceeds JPY20 billion; and • the total domestic sales amount of any of the other parties exceeds JPY5 billion. If a part of the business of the transferred company (not its entirety) is acquired by a succeeding company,
a notification is required when either of the following applies. • Case 1: (a) the total domestic sales amount of the trans - ferred part of the business of the transferring company subject to the company split exceeds JPY10 billion; and (b) the total domestic sales amount of the suc - ceeding company exceeds JPY5 billion. • Case 2: (a) the total domestic sales amount of the trans - ferred part of the business of the transferring company exceeds JPY3 billion; and (b) the total domestic sales amount of the suc - ceeding company exceeds JPY20 billion. When the entire business of the transferring compa - ny is transferred to a succeeding company, different (higher) thresholds will apply – see the JFTC website. In the case of a joint incorporation-type company split (where two or more companies jointly establish a new company), when all the parties to the transac - tion transfer only a part of their business, a notification is required if: • the total domestic turnover of one of the com - pany groups splitting all of its businesses exceeds JPY20 billion, and the total domestic turnover of another exceeds JPY5 billion; • the total domestic turnover of one of the com - pany groups splitting all of its businesses exceeds JPY20 billion, and the total domestic turnover generated by the target business of another of the company groups splitting a substantial part of its businesses exceeds JPY3 billion; • the total domestic turnover of one of the company groups splitting all of its businesses exceeds JPY5 billion, and the total domestic turnover generated by the target business of another of the company groups splitting a substantial part of its businesses exceeds JPY10 billion; or • the total domestic turnover generated by the target business of one of the company groups splitting a substantial part of its businesses exceeds JPY10 billion, and the total domestic turnover generated
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