JAPAN Law and Practice Contributed by: Tsuyoshi Ikeda, Aya Yasui, Hiroko Fukushima and Kohei Kohara, Ikeda & Someya
es to articles of association), although 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 “control”. Even if they do not raise any issues of ”control”, transactions are subject to notifica - tions once they meet the thresholds described The AMA distinguishes different notifica - tion thresholds 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 noti - fication 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 15 cases that are below the threshold during the fiscal year of 2022. The thresholds in a share acquisition are as fol - lows: • the total domestic sales amount of the in 2.5 Jurisdictional Thresholds . 2.5 Jurisdictional Thresholds acquiring company group, composed of the acquiring company, its subsidiaries, its ulti - mate parent company and the subsidiaries of the ultimate parent company exceeds JPY20 billion; • the total domestic sales amount of the target company 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 com - pany (not its entirety) is acquired by a succeed - ing company, a notification is required when either of the following applies. • Case 1: (a) the total domestic sales amount of the transferred part of the business of the transferring company subject to the com - pany split exceeds JPY10 billion; and (b) the total domestic sales amount of the succeeding company exceeds JPY5 bil - lion. • Case 2: (a) the total domestic sales amount of the transferred part of the business of the transferring company exceeds JPY3 bil - lion; and (b) the total domestic sales amount of the succeeding company exceeds JPY20 billion. When the entire business of the transferring company is transferred to a succeeding com - pany, different (higher) thresholds will apply – see the JFTC website. In the case of a joint incorporation-type com - pany split (where two or more companies jointly establish a new company), when all the parties to the transaction transfer only a part of their business, a notification is required if:
311 CHAMBERS.COM
Powered by FlippingBook