We are pleased to share the March 2024 issue of Japan Corporate & Finance Insights. This newsletter is designed to keep you current on what we consider to be important recent legal developments involving Japanese corporate and finance matters.

＜TOPIC＞

Guidelines for Corporate Takeovers (From the Perspectives of Both the Acquiring Party and the Target Company) (By Yusuke Hayashi, Yuji Nakano and Shinichiro Ishihara)

On August 31, 2023, the Ministry of Economy, Trade and Industry (METI) issued the Guidelines for Corporate Takeovers - Enhancing Corporate Value and Securing Shareholders’ Interests (the “Guidelines”).  The purpose of the Guidelines is to present principles and best practices that should be shared for the formation of fair practical rules in merger-and-acquisition (M&A) transactions, with a particular emphasis on how parties should behave during an attempt of acquisition of control over a listed Japanese company.  TMI Associates was deeply involved in preparing the English version of the Guidelines.

This article will focus on the perspectives of both the acquiring party and the target company as set out in the Guidelines along with practical implications arising from the Guidelines.  We will also review how the Guidelines effectively encouraged the market by touching on a few transactions that became public since the issuance of the Guidelines.