Japan – FSA Publish Amendments to Major Shareholding and Takeover Rules

Japan – FSA Publish Amendments to Major Shareholding and Takeover Rules

On 4 July 2025, JPN FSA issued 350 public comments received and its responses wrt its major shareholding and takeover regimes.

  • The FSA has published notice of the amendments to the major shareholdings and takeovers rules following a period of consultation.
  • Re the tender offer (takeover) system, JPN FSA made further revisions to exclude share purchases made by type I financial instruments businesses when such purchases are made for the purpose of selling the shares after the purchase has been completed.
  • It is necessary that the purpose of purchase is to sell shares after the settlement.
  • Where a type I financial instruments business buys actual shares to hedge the risks arising from total return swap trading, such purchase results in actual ownership, which could potentially influence the control over the issuer of those shares.
  • The cabinet order published in the official gazette will come into effect with some exceptions from 1 May 2026.