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Merger Control

Published: August 2018

Japan


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  • 1.

    What is the relevant legislation and who enforces it?

  • 2.

    What kinds of mergers are caught?

  • 3.

    What types of joint ventures are caught?

  • 4.

    Is there a definition of ‘control’ and are minority and other interests less than control caught?

  • 5.

    What are the jurisdictional thresholds for notification and are there circumstances in which transactions falling below these thresholds may be investigated?

  • 6.

    Is the filing mandatory or voluntary? If mandatory, do any exceptions exist?

  • 7.

    Do foreign-to-foreign mergers have to be notified and is there a local effects or nexus test?

  • 8.

    Are there also rules on foreign investment, special sectors or other relevant approvals?

  • 9.

    What are the deadlines for filing? Are there sanctions for not filing and are they applied in practice?

  • 10.

    Which parties are responsible for filing and are filing fees required?

  • 11.

    What are the waiting periods and does implementation of the transaction have to be suspended prior to clearance?

  • 12.

    What are the possible sanctions involved in closing or integrating the activities of the merging businesses before clearance and are they applied in practice?

  • 13.

    Are sanctions applied in cases involving closing before clearance in foreign-to-foreign mergers?

  • 14.

    What solutions might be acceptable to permit closing before clearance in a foreign-to-foreign merger?

  • 15.

    Are there any special merger control rules applicable to public takeover bids?

  • 16.

    What is the level of detail required in the preparation of a filing, and are there sanctions for supplying wrong or missing information?

  • 17.

    What are the typical steps and different phases of the investigation?

  • 18.

    What is the statutory timetable for clearance? Can it be speeded up?

  • 19.

    What is the substantive test for clearance?

  • 20.

    Is there a special substantive test for joint ventures?

  • 21.

    What are the ‘theories of harm’ that the authorities will investigate?

  • 22.

    To what extent are non-competition issues relevant in the review process?

  • 23.

    To what extent does the authority take into account economic efficiencies in the review process?

  • 24.

    What powers do the authorities have to prohibit or otherwise interfere with a transaction?

  • 25.

    Is it possible to remedy competition issues, for example by giving divestment undertakings or behavioural remedies?

  • 26.

    What are the basic conditions and timing issues applicable to a divestment or other remedy?

  • 27.

    What is the track record of the authority in requiring remedies in foreign-to-foreign mergers?

  • 28.

    In what circumstances will the clearance decision cover related arrangements (ancillary restrictions)?

  • 29.

    Are customers and competitors involved in the review process and what rights do complainants have?

  • 30.

    What publicity is given to the process and how do you protect commercial information, including business secrets, from disclosure?

  • 31.

    Do the authorities cooperate with antitrust authorities in other jurisdictions?

  • 32.

    What are the opportunities for appeal or judicial review?

  • 33.

    What is the usual time frame for appeal or judicial review?

  • 34.

    What is the recent enforcement record and what are the current enforcement concerns of the authorities?

  • 35.

    Are there current proposals to change the legislation?

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