We are pleased to share this December 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. 

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Amendments to Japan’s Tender Offer Regulations (Including the July 2025 Amendments, Effective May 2026) (By Masanori Bito and Yuji Nakano)

The amendments to the Financial Instruments and Exchange Act (“FIEA”), encompassing revisions to both the tender offer and large shareholding reporting systems, were promulgated in May 2024. The accompanying Cabinet Orders and Ministerial Ordinances implementing these amendments were issued in July 2025, and will take effect on May 1, 2026. This memorandum focuses on the key amendments relating specifically to the tender offer regulations.

Large Shareholding Reporting System (By Yusuke Hayashi, Kota Fujii, Rimpei Kawaji)

Many issues have been pointed out regarding the large shareholding reporting system under the laws of Japan in association with the changes in the market environment, such as the recent increase in passive investments and the expansion of so-called collaborative engagements. This newsletter provides an overview of the fundamental matter of the large shareholding reporting system, and then outlines the content of the revision to the Financial Instruments and Exchange Act, which was enacted in consideration of such issues.