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Solicitation of opinions/information on fair M&A

December 28, 2018

The Ministry of Economy, Trade and Industry (METI) launched the Fair M&A Study Group in November 2018 which has since been holding meetings to discuss ideal approaches to fair M&A in Japan, including the necessity of revising the Guidelines for Management Buyout (MBO) to Improve Corporate Value and Secure Fair Procedures (hereinafter referred to as the “MBO Guidelines”) and future directions for revision.

Before the discussion comes into full swing, in a bid to deepen analysis and study on these issues from a wide perspective, METI invites opinions/information on the issues broadly from the parties concerned in and outside of Japan. METI also welcomes contribution of evidence.

1. Background

On September 4, 2007, METI formulated the MBO Guidelines, aiming to present fair rules for MBO. Some call for the revision of the MBO Guidelines based on Japanese companies’ experience accumulated over the 10 years from the formulation of the Guidelines on practical and legal matters that are appropriate for discussion as well as on the change in environment which listed companies face including the progress of corporate governance reform. Others point out that it is necessary to discuss issues regarding conflict of interest in M&A transactions other than MBO, such as acquisition of a controlled company by its controlling shareholder.

In response to these opinions, METI launched the Fair M&A Study Group (hereinafter referred to as the study group) in November 2018 to discuss the issue of whether or not the MBO Guidelines should be revised, examine future directions for revision and studying ideal approaches to fair M&A in Japan. Discussion is already underway in the study group.


With the goal of further developing Japan’s M&A in a fair and healthy manner, the study group will deepen discussions on the particulars. Before the discussion comes into full swing, in a bid to deepen analysis and study on these issues from a wide perspective, METI invites opinions/information on the issues broadly from the parties concerned in and outside of Japan.

2. How to contribute opinions/information

METI seeks opinions/information on the issues provided in Item 5 “Issues on which opinions/information are welcome” of the Appendix.

3. Future schedule

The study group will deepen discussions on the particulars based on opinions/information submitted and compile the discussions into a report around the spring of 2019. Based on the result, METI will revise the MBO Guidelines.

Appendix

Division in Charge

Corporate System Division, Economic and Industrial Policy Bureau