JAPAN Law and Practice Contributed by: Tsuyoshi Ikeda, Aya Yasui, Hiroko Fukushima and Kohei Kohara, Ikeda & Someya
• the total domestic turnover of one of the company groups splitting all of its businesses exceeds JPY20 billion, and the total domestic turnover of another exceeds JPY5 billion; • the total domestic turnover of one of the company groups splitting all of its businesses exceeds JPY20 billion, and the total domestic turnover generated by the target business of another of the company groups splitting a substantial part of its businesses exceeds JPY3 billion; • the total domestic turnover of one of the company groups splitting all of its businesses exceeds JPY5 billion, and the total domestic turnover generated by the target business of another of the company groups splitting a substantial part of its businesses exceeds JPY10 billion; or • the total domestic turnover generated by the target business of one of the company groups splitting a substantial part of its businesses exceeds JPY10 billion; and the total domestic turnover generated by the target business of another of the company groups exceeds JPY3 billion. When any of the parties to the transaction trans - fers its entire business to a new company, differ - ent (higher) thresholds will apply – see the JFTC website . All sectors are necessarily subject to these jurisdictional thresholds. Nevertheless, it is worth noting that the AMA prohibits a bank and an insurance company from acquiring or pos - sessing more than 5% and 10%, respectively, of voting rights in another domestic company (except for an acquisition of a bank by another bank or an acquisition of an insurance company by another insurance company), in principle. The acquisition or possession will be permitted when
one of the exemptions under the AMA applies, or if the party obtains prior approval from the JFTC. 2.6 Calculations of Jurisdictional Thresholds The total price of goods and services supplied in Japan during the latest fiscal year is regarded as domestic turnover, from which the thresholds are calculated. In addition to direct sales within and outside the country, indirect sales in Japan will be included in domestic turnover if the party recognises that the goods and services will be shipped to Japan by the direct purchaser at the time of entering into the contract, without chang - ing their nature and characteristics. The intra- group company sales amount within the same group is to be excluded from the domestic sales. Sales made in a foreign currency should be con - verted into Japanese yen using the conversion rate applied for account settlement. If such an exchange rate is not available, the average tel - egraphic transfer rate is used. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds In a share acquisition, the total domestic sales amount of the acquiring company, for the pur - pose of the notification thresholds, includes the domestic sales amount of the acquiring com - pany, its subsidiaries and its ultimate parent company (and direct and indirect subsidiaries thereof). The ultimate parent company must be included in the relevant entities only if it is in the form of a “company”. On the other hand, the total domestic sales amount of the target company group includes the domestic sales amount of the target compa - ny and its subsidiaries but does not include the
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