JAPAN Law and Practice Contributed by: Tsuyoshi Ikeda, Aya Yasui, Hiroko Fukushima and Kohei Kohara, Ikeda & Someya
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation
In some industries, restrictions on inward invest - ment 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 inde - pendently from any other governmental bodies. Although not directly related to the foregoing, in April 2025, the JFTC issued a cease-and-desist order against Google, finding that Google has been committing an act that violates a provision of Article 19 (falling under paragraph (12) [Trading on Restrictive Terms] of Unfair Trade Practices) of the Act. As such, the JFTC is strengthening its vigilance against unfair practices conducted by tech giants and preparing to enforce new digital regulations to ensure fair competition.
Chapter 4 of the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade (Act No 54 of 1947 – the “Anti-Monopoly Act” or AMA) prohibits transactions that will substan - tially restrict competition in any relevant market. The Japan Fair Trade Commission (JFTC) is the competent Japanese authority for the AMA and prepares and publishes the Guidelines to Appli - cation of the AMA Concerning Review of Busi - ness Combination (established in May 2004 and most recently amended in December 2019) (the “Merger Guidelines”) to clarify details of how it analyses a proposed merger. The Merger Guide - lines are also applied to cases below the filing threshold. The JFTC has also published the Policies Con - cerning Review of Business Combination (estab - lished in June 2011 and most recently amended in December 2019) (the “Merger Review Poli - cies”), containing detailed merger control review procedures. 1.2 Legislation Relating to Particular Sectors The Foreign Exchange and Foreign Trade Act (FEFTA) regulates foreign transactions or inward investments as foreign direct invest - ments 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 technologies (which could be used for military purposes), cybersecurity, electricity, gas, tele - communications, water supply, railways and oil.
2. Jurisdiction 2.1 Notification
Notification is compulsory if the transaction meets a certain threshold under Chapter 4 of the AMA and relevant regulations. A transaction within the same company group is generally exempt from the obligation of notification. Meanwhile, the JFTC can review any merger below the notification threshold, either on its
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