JAPAN Law and Practice Contributed by: Tsuyoshi Ikeda, Aya Yasui, Takuya Ohata and Kohei Kohara, Ikeda & Someya
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation 7.1 Third-Party Rights As a general rule, the AMA provides that any person who believes there is an act in violation of the AMA may make a report to the JFTC and ask that appro - priate measures be taken. While there is no formal or statutory procedure, any third party may informally submit any report or complaint to the JFTC at any time, including customers and competitors. As part of the formal procedure of a merger review, the Merger Review Policies provide that, at the begin - ning of a Phase II review, the JFTC invites the public to offer their written comments on the contemplated transaction within 30 days of the announcement on the JFTC’s website. The JFTC is not obliged to respond to a third party’s comment but will normally take information provided by a third party into account in the substantive review. Furthermore, if a report made by any person under the AMA meets the requirements and qualifies as notice, as provided in the AMA and the Rules on Investiga - tions of the Fair Trade Commission (established in October 2005, and most recently amended in March 2021), the JFTC shall notify such person about its decision as to whether it will take appropriate meas - ures in regard to the case reported in accordance with the AMA. In October 2023, the JFTC commenced an investi - gation into Google’s practices concerning the pre- installation and prominent placement of its applica - tions on Android devices, which were suspected of restricting competition. In this case, for the first time, the JFTC invited the public to submit information and opinions at the beginning of a Phase I investigation. This measure was taken pursuant to the JFTC’s 2022 policy to strengthen enforcement in digital markets. The JFTC also made it clear that the commencement of the investigation does not itself imply that any viola - tion of the AMA has been found. On 15 October 2025, the JFTC further launched a dedicated online “Information Submission Form on Business Combinations”, allowing third parties to sub -
mit information and opinions on business combina - tions on a standing basis, rather than only during the formal public-comment window at the beginning of a Phase II review. 7.2 Contacting Third Parties The JFTC typically contacts third parties, such as competitors or customers, by sending written ques - tionnaires or requesting oral interviews as a part of its review process if the planned transaction is publicly announced or the investigation proceeds to the Phase II review. Also, as stated in 7.1 Third-Party Rights , a third party will be invited to submit comments in writ - ing at the beginning of a Phase II review. The JFTC tends to make these inquiries proactively when it sees issues in the substantive review. In addi - tion, the JFTC sometimes conducts a kind of “market test”, in which it asks for the opinions of third parties for the purpose of assessing the feasibility of pro - posed remedies. 7.3 Confidentiality The JFTC does not make the information available to the public until the initiation of the Phase II review. Therefore, in the course of a merger review, the exist - ence of a fact of filing – and any confidential infor - mation or business secrets consisting of filing docu - ments, supporting documents or oral guidance to the JFTC – will not be publicly disclosed if the case is cleared before going to a Phase II review. If the case is subject to a Phase II review, the JFTC invites the public to offer their written comments on the contemplated transaction, at the beginning of Phase II (see 7.1 Third-Party Rights ). A description of the transaction will be made public in such cases. Aside from the slight chance of the JFTC issuing a cease-and-desist order, which will fully disclose the transaction, the JFTC announces the outcome of its review of cases subject to a Phase II review. In addition, the JFTC annually publishes a report on the major business combination cases on its website around June, which provides a summary of merger review cases and serves as a useful reference. These cases are selected from among those cleared in Phase
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