Antitrust Law, Anti-monopoly Law and Competition Law Merger Control

The anti-monopoly laws require filing of advance notice with and examination by the Fair Trade Commission with regard to stock purchases, mergers and acquisition of businesses, company splits and joint share transfers of a certain sales-size.  Also, M&A which substantially limits competition in certain transaction fields, including M&A outside the scope of such notice requirements, is prohibited.  Such M&A restrictions are stipulated in not only the Japan Anti-monopoly Law, but also under antitrust laws in various countries and regions of the world; therefore when doing M&A of a certain size or more, scrutiny under the examining authorities in the relevant countries is inevitable.  In recent years, Asian countries including China are in the process of actively strengthening M&A restrictions and this trend is assumed to accelerate even more so in the years to come.

As for businesses, during the approval process for M&A, it is necessary to explain to the authorities that such M&A does not have a negative effect on competition, and should a certain negative effect occur, appropriate measures will be taken to resolve the problem.  Therefore, it is vital to analyze what effect such M&A has on competition and to provide the authorities reasonable explanation in accordance with proper materials.  Also, since the content of the prior notice requirement varies in each country and region, there may be cases in which the approval process takes a significant amount of time.  In such cases, the time required for the approval process must be calculated in light of the content of the M&A in order to reflect it in the total M&A schedule.

In responding to such M&A restrictions, in-depth understanding and insight for competition laws such as anti-monopoly laws are necessary.  At TMI, highly experienced attorneys who are conversant with the business involved will collaborate with the business people in charge, to organize a system and to deal with the approval process.  Also, in M&A for international corporations, not only is it vital to conduct prompt research on whether or not notice is required in each country, but in countries and regions with notice requirements, it is also vital to cooperate with affiliated local law firms to construct a global and unified strategy to properly handle the situation.  We have the organizational structure to make this possible.