We are pleased to share this September 2025 issue of Japan Corporate & Finance Insights with you. This newsletter is designed to keep you current on what we consider to be important recent legal developments involving Japanese corporate and finance matters.

＜TOPICS＞

Trends in Shareholder Proposals in Japan (By Masahiro Isono and Kosuke Ueno)

Against the backdrop of corporate governance developments, activist activity is becoming increasingly vigorous in Japan. Furthermore, reductions in the minimum trading unit have enabled greater participation by individual shareholders in submitting proposals. As a result, this year has seen a marked increase in the number of companies receiving shareholder proposals, and it is no longer unusual for such proposals to be approved or to attract substantial levels of support - indicating that shareholder proposals in Japan have entered a new stage. This trend is expected to continue, and it will require continued careful monitoring.

Revisions to the Listing Rules Regarding MBOs and Subsidiary Conversions (By Hiroyuki Yoshioka and Tatsuki Hayashi)

The Tokyo Stock Exchange implemented partial amendments to the Securities Listing Regulations on July 22, 2025, revising the Corporate Behavior Code and timely disclosure practices from the perspective of appropriately protecting the interests of general shareholders in cases such as MBOs and the full acquisition of listed companies by controlling shareholders etc. This article outlines the key points of these amendments and important considerations to keep in mind.