Comparative Guides
Welcome to Mondaq Comparative Guides - your comparative global Q&A guide.
Our Comparative Guides provide an overview of some of the key points of law and practice and allow you to compare regulatory environments and laws across multiple jurisdictions.
Start by selecting your Topic of interest below. Then choose your Regions and finally refine the exact Subjects you are seeking clarity on to view detailed analysis provided by our carefully selected internationally recognised experts.
Results: 4 Answers
Merger Control
2.
Definitions and scope of application
2.1
What types of transactions are subject to the merger control regime?
 
Japan
Under the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade, the types of transactions which are subject to the merger control regime are share acquisitions, mergers, joint share transfers, company splits and acquisitions of business.

For more information about this answer please contact: Kentaro Toda from TMI Associates
2.2
How is ‘control’ defined in the applicable laws and regulations?
 
Japan
Under the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade, ‘control’ is not used as a concept relevant to evaluating whether a transaction is reportable.

For more information about this answer please contact: Kentaro Toda from TMI Associates
2.3
Is the acquisition of minority interests covered by the merger control regime, and if so, in what circumstances?
 
Japan
If the acquisition of minority interests is based on one of the types of transactions which are subject to the merger control regime and the transaction meets the jurisdictional thresholds, the transaction will be subject to the merger control regime.

For more information about this answer please contact: Kentaro Toda from TMI Associates
2.4
Are joint ventures covered by the merger control regime, and if so, in what circumstances?
 
Japan
There are no specific rules for joint ventures. Although the establishment of a joint venture itself is not subject to the merger control regime, if the business concentration constitutes any of the types of transactions which are subject to the merger control regime and meets the jurisdictional thresholds, the transaction will be subject to the merger control regime.

For more information about this answer please contact: Kentaro Toda from TMI Associates
2.5
Are foreign-to-foreign transactions covered by the merger control regime, and if so, in what circumstances?
 
Japan
Yes, foreign-to-foreign transactions are covered by the merger control regime. The same criteria apply to foreign-to-foreign transactions.

For more information about this answer please contact: Kentaro Toda from TMI Associates
2.6
What are the jurisdictional thresholds that trigger the obligation to notify? How are these thresholds calculated?
 
Japan
The thresholds vary based on the types of the transactions, as follows.

Share acquisitions: When a company acquires shares in another company exceeding either 20% or 50% of the ratio of the voting rights of the target, the transaction will be notifiable if:

  • the acquirer’s total amount of domestic sales (explained below) is more than JPY 20 billion; and
  • the target and its subsidiaries (not including entities which will remain with the seller) have a domestic turnover of more than JPY 5 billion.

Mergers: A merger will be notifiable if:

  • the domestic turnover of one party is more than JPY 20 billion; and
  • the domestic turnover of another party is more than JPY 5 billion.

Joint share transfers: A transaction will be notifiable if:

  • the domestic turnover of one party is more than JPY 20 billion; and
  • the domestic turnover of another party is more than JPY 5 billion.

Company splits: There are two types of company splits which will be notifiable if the relevant transaction exceeds the thresholds.

A joint incorporation type of company split will be notifiable if:

  • a party that intends to split the whole business has domestic turnover of more than JPY 20 billion; and
  • either:
    • another party that intends to split the whole business has domestic turnover of more than JPY 5 billion; or
    • another party intends to split a substantial part of a business which generates more than JPY 3 billion.

It will further be notifiable if:

  • a party intends to split a substantial part of the business which has domestic turnover of more than JPY 10 billion; and
  • either:
    • another party that intends to split the whole business has domestic turnover of more than JPY 5 billion; or
    • another party intends to split a substantial part of the business which generates more than JPY 3 billion.

An absorption type of company split will be notifiable if:

  • the succeeding company has domestic turnover of more than JPY 20 billion; and
  • either:
    • another party that intends to transfer its whole business has domestic turnover of more than JPY 5 billion; or
    • another party intends to split a substantial part of a business which generates more than JPY 3 billion.

Additionally, such a transaction will be notifiable if:

  • a succeeding company has domestic turnover of more than JPY 5 billion; and
  • either:
    • another party that intends to split the whole business has domestic turnover of more than JPY 20 billion; or
    • another party intends to split a substantial part of the business which generates more than JPY 10 billion, then the transaction will be notifiable.

Acquisitions: If the acquirer’s domestic turnover is more than JPY 20 billion and the target’s business or business-related assets exceed the following thresholds, the transaction will be notifiable:

  • The acquirer will acquire the whole business of a target with a domestic turnover of more than JPY 3 billion;
  • The acquirer will acquire a substantial part of a target with a domestic turnover of more than JPY 3 billion; or
  • The acquirer will acquire the whole part or a substantial part of the business-related fixed assets of a target with a domestic turnover of more than JPY 3 billion.

The thresholds are calculated based on the total amount of domestic sales of the last complete financial year. Domestic turnover is calculated by aggregating all domestic sales of the notifying company’s final parent company and its subsidiaries. When calculating domestic turnover, both direct and indirect sales in and into Japan during the most recent financial year are included. However, intra-group captured sales should be excluded.

For more information about this answer please contact: Kentaro Toda from TMI Associates
2.7
Are any types of transactions exempt from the merger control regime?
 
Japan
There are no exemptions from the merger control regime, except in situations involving combinations between members of the same corporate group.

For more information about this answer please contact: Kentaro Toda from TMI Associates