Transaction-related Regulations, Including Merger Control, Foreign Investment, and Foreign Subsidies Regulation (Inbound / Outbound)

Ensuring compliance with antitrust and competition laws in Japan and overseas can significantly affect the overall timeline of transactions such as M&A, joint ventures, business alliances, and corporate reorganizations, and is therefore a critical element of a transaction-related practice.
For each transaction, we analyze the necessity of antitrust and competition law filings across multiple jurisdictions, file with competition authorities in jurisdictions where filings are required, provide advice on gun-jumping, including information exchange and the formation of a clean team, and provide advice on the analysis and use of economic analysis, as well as implementing necessary remedial measures for cases involving substantive issues. We also handle new practice areas such as serving as a monitoring trustee in matters that require remedial measures.

Our firm also offers comprehensive packages for filing-related services for clients, including Japanese general trading companies, operating companies, and financial institutions that engage in ongoing M&A and investment activities.

Leveraging our extensive global network and the wealth of experience and expertise of our attorneys, etc., our firm supports clients throughout the process of dealing with cross-border anti-trust, etc. issues., starting with the formation of a team with experienced international counsel who we then collaborate with to determine whether filings with foreign authorities are necessary, create filing schedules, and prepare submission materials to ensure that our clients’ global business expansion proceeds efficiently.

In addition, Foreign Direct Investment (FDI) regulations covered by the Foreign Exchange and Foreign Trade Act and the Committee on Foreign Investment in the United States (CFIUS), and Foreign Subsidies Regulation (FSR) introduced by the EU are now regarded as significant factors that influence the outcome of transactions in the same manner as business combination regulations. Atsumi & Sakai handles matters in these areas in both Japan and overseas.

Our services include:

Analysis and risk assessment regarding the necessity of filing under business combination regulations and foreign investment regulations, including those applicable overseas, and filing with competition authorities in relevant jurisdictions (we also offer these services on a continuing basis as part of a comprehensive package for clients with frequent transaction opportunities, such as general trading companies, operating companies, and financial institutions).
Filing notifications with the Japan Fair Trade Commission and obtaining clearances (particularly for inbound matters)
Providing advice on gun-jumping, including the design of information exchange processes and the formation of clean teams (across various stages such as due diligence, joint venture formation, and post-closing matters)
Substantive analysis under antitrust and competition laws; consideration and design of remedial measures
Serving as a monitoring trustee in matters that require remedial measures
Support for the acquisition (remedy purchase) of spin-off businesses and assets in matters that require remedial measures
Filing notifications with the authorities and obtaining clearance under Japan’s Foreign Exchange and Foreign Trade Act (Inward Direct Investment) (particularly for inbound matters)
Support for establishing systems to collect information on financial contributions and related matters in preparation for compliance with the EU Foreign Subsidies Regulation (FSR)
Filing notifications with the European Commission and obtaining clearances under the EU Foreign Subsidies Regulation (FSR)

Related Publications

“Latest Trends in Chinese Business Combination Regulations,” Kousei Torihiki: Competition Laws and Policy July 2020 No. 837, Fair Trade Institute (2020)
“China Business Q&A: Latest Trends of Corporate Merger Reviews in China,” Japan China Keikyo Journal, Japan China Association (February 2019) [Co-author]
The Handbook of Competition Enforcement Agencies 2019, Japan Chapter, Global Competition Review (2019) [Co-author]
Merger Control: International Series 3rd Edition, Japan Chapter, Thomson Reuters (2017) [Co-author]
“The Legal 500 Merger and Acquisition Guide,” Japan Chapter, Legalease Ltd. (September, 2016) [Co-author]