2023.2.1  Ministry of Economy, Trade and Industry, Japan

    In order to obtain suggestions for consideration of M&A rules in Japan, research was conducted on listed company M&A systems (legal systems, case rules, practical operations, etc.), their market trends, and major case studies in the U.S., U.K., Germany, and France.

    This report includes an overview of M&A of listed companies in the four countries mentioned above, as well as research on the takeover methods and transaction structures, and rules regarding the introduction and invocation of unfriendly takeover bids and takeover defense measures, etc. We hope this will be useful as a reference for M&A not only in Japan but also in Taiwan and other countries.

    This study is summarized below.

    【Period of research】
    From July 2022 to February 2023

    【Countries Studied】
    U.S., U.K., Germany, France

    【Research Methods】
    • Legal and literature research on legal systems, case rules, practical application, etc., as well as market trends and major cases in the countries being studied
    • Consultation and written inquiries (including email) with local experts
    • Interviews with regulatory officials in the U.K. and France

    【Research Focus】
    The following items related to listed company M&A were the primary focuses of this study:
    • Overview of the legal system and recent legal amendments
    • Authority and role of regulators
    • Methods and transaction structures for acquisitions of listed companies
    • Details of tender offer and squeeze-out programs
    • Details of unfriendly takeover and takeover defense measures and rules regarding their introduction and invocation
    • The target company's code of conduct (including disclosure obligations) in the event of receipt of an unfriendly or unsolicited takeover offer or counteroffer
    • Outline of the Large Shareholding Reporting System
    • Outline of the System for Shareholder Identification
    • Framework for disclosure of information on under-the-table takeover bids
    • Measures to ensure transaction stability
    • General research of market trends in listed company M&A and recent major cases of unfriendly takeovers