Japan – METI Fair Takeover Guide Review

Japan – METI Fair Takeover Guide Review

On 3 February 2026, JPN METI said it will reconvene fair takeovers study group.

  • JPN METI said it will reconvene the Study Group on Fair Takeovers, to review necessary updates on the Guidelines for corporate takeovers issued on 31 August 2023.
  • Follows JPN METI August 2023 issued action guide for corporate takeovers.

Background

  • The purpose of the guidelines is deemed not to be fully understood, and it is not entirely clear whether the guidelines' intent has been properly disseminated.
  • Furthermore, the Financial instruments and exchange act (FIEA) was amended in 2024, leading to revisions to tender offer and substantial shareholding reporting systems.
  • Plus, other changes are observed in the legal framework for corporate takeovers.

Outline of Study Group

  • The study group will conduct a survey of stakeholders' perceptions and actual situations, publicize the intent of the guidelines, make any necessary updates.
  • In response to recent changes in economic and social conditions, as well as developments in the legal system, precedents, and practices.
  • Study group will meet twice between Feb. and Apr. 2026 to conduct its deliberations.
  • Following the 9th study group meeting, the secretariat will also conduct hearings with stakeholders; then, it will compile, publish, publicize the guidelines around May 2026.