JAPAN Law and Practice Contributed by: Hajime Tanahashi, Takayuki Kihira, Kenichi Sekiguchi and Akira Matsushita, Mori Hamada
Mori Hamada & Matsumoto 16th Floor, Marunouchi Park Building 2-6-1 Marunouchi Chiyoda-ku Tokyo 100-8222 Japan
Tel: +81 3 6212 8330 Fax: +81 3 6212 8230
Email: info@morihamada.com Web: www.morihamada.com/en
1. Trends 1.1 M&A Market
ful. This trend is due in part to the Takeover Guidelines issued by the Ministry of Economy, Trade and Industry (METI) in August 2023. METI has also begun reviewing the Guidelines to clarify the legislative intent (see 3.1 Significant Court Decisions or Legal Developments and 9.1 Hostile Tender Offers ). 1.3 Key Industries M&A activity in Japan has been seen in a wide range of industries, including electronics, semiconductor device/equipment, pharmaceutical, healthcare, IT services, entertainment, consumer, retail, logistics, financial, insurance, real estate and chemical sectors. A company is acquired in Japan by a share acquisition or a business (asset) acquisition. This can be accom - plished through a contractual purchase of shares or business (assets), or a statutory business combina - tion (or corporate restructuring), conducted pursuant to the provisions of the Companies Act (ie, a merger, share exchange, share transfer, company split, or share delivery mechanism). A forward triangular business combination – such as a merger whereby a merger subsidiary of an acquirer merges with a target company whose shareholders receive the parent’s (acquirer’s) stock – is permitted under the Companies Act. 2. Overview of Regulatory Field 2.1 Acquiring a Company
The number of M&A transactions in 2025 increased by 8.8% from 2024, making 2025 another record year. Total transaction value in 2025 increased by 74.7% from 2024, to become the highest ever. There was an increase in all types of transactions – domestic, inbound and outbound – demonstrating the strength of the Japanese M&A market. This trend appears likely to continue into 2026. 1.2 Key Trends The sale of non-core businesses and changing busi - ness portfolios by Japanese companies is a continu - ing trend. Private equity funds continue to be active as potential buyers across a wide range of targets, from large well-established companies to relatively young growth companies. In several transactions, PE funds have acquired target listed companies that have become subject to activist pressure. The number of tender offers made in 2025 reached 135, the highest level on record, and the total transac - tion value was also a record high. There were a total of 30 management buyout transactions in 2025, rep - resenting a significant increase of 66.7% from 2024. Another trend is the continuing uptick in unsolicited or hostile takeovers and competing bids. Of seven unso - licited attempts in 2025, the bid by Taiwanese manu - facturer Yageo for Shibaura Electronics was success -
677 CHAMBERS.COM
Powered by FlippingBook