JAPAN Law and Practice Contributed by: Junichi Ueda, Etsuko Hara, Nobuto Shirane, Takahiro Hayase, Yutaka Shimoo and Miki Goto, Anderson Mori & Tomotsune
companies within the same combined business group as the other party must exceed JPY5 billion. • For acquisitions of business or assets, etc: (a) the total sales in Japan of the acquiring company and other companies within the same combined business group as the acquiring company must exceed JPY20 billion; and (b) the total sales in Japan attributable to the business or assets to be acquired by the acquiring company must exceed JPY3 billion. Please note that the “combined business group” of a party refers to a group consisting of the ultimate parent company of the party and the subsidiaries of the ultimate parent company. No filing is required for a transaction within the same combined business group. For joint ventures, it is necessary to analyse whether each step of a transaction to establish a joint venture constitutes one of the above- mentioned types of transactions that would be subject to the prior notification requirement, and whether the relevant filing thresholds are met. Even where a contemplated transaction is not subject to the prior notification requirement, if the transaction would substantially restrain com - petition in any relevant market, the transaction would be prohibited under the Antimonopoly Act. According to the Policies Concerning Proce - dures of Review of Business Combination (as amended in 2019), the Japan Fair Trade Com - mission (JFTC) recommends voluntary filing for transactions that do not meet the mandatory fil - ing thresholds only because the acquired com - pany does not satisfy the monetary thresholds,
but that have an acquisition value exceeding JPY40 billion, if one or more of the following factors are met: • the business base or R&D base of the acquired company is located in Japan; • the acquired company conducts sales activi - ties targeting Japanese consumers, such as providing a website or a pamphlet in Japa - nese; or • the total sales in Japan of the acquired company and its subsidiaries exceed JPY100 million. 6.2 Merger Control Procedure If a contemplated transaction is subject to the prior notification requirement, the relevant enter - prises are prohibited from closing the transac - tion for a period of 30 calendar days after formal filing (Phase I review period). If the JFTC forms the view that the transaction does not give rise to concerns about competition, the JFTC issues a clearance within the Phase I review period. However, if the JFTC forms the view that a more detailed review is required, the review process moves into a Phase II review. At the beginning of the Phase II review, the JFTC will request additional information and the Phase II review will continue for 120 calendar days from the formal filing or 90 calendar days from the date of the receipt of all the additional informa - tion requested – whichever is the longer period. Parties planning to file a notification may con - sult the JFTC not only on the descriptions of the notification form, but also on substantive issues such as market definition and competi - tive assessment at the pre-notification stage. In practice, unless the transaction is very straight - forward without any potential substantive issues, it is common to go through the pre-notification
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