Call for Opinions and Information on Best Practice for Takeovers (Public Consultation) by the Fair Acquisition Study Group

1. Background and purpose

METI has formulated guidelines and reports that present the best practices for takeover defense measures, MBO, and other M&A related issues, with the aim of enhancing corporate value by promoting the formation of fair rules regarding acquisitions.

However, as time passed since the guidelines were formed, there has been a series of judicial decisions in recent years regarding the implementation and suspension of “target-specific” takeover defense measures (types adopted only after a specific potential buyer appears), which are not covered in the current guidelines. There has also been an increasing number of cases in which a third party presents new proposals (counteroffers) after the initial takeover proposal, and there are divergent views over the evaluation of those proposals. In addition, companies tend to prefer overseas M&A investments over investments in Japan, and the social and economic situations surrounding listed companies are also changing, such as the enhancement of the functions of boards of directors by having more outside directors, and the change of shareholding structures.

In light of the above trends, METI established in November 2022 the Fair Acquisition Study Group (Chaired by Hideki Kanda, Professor, Graduate School of Law, Gakushuin University), which has been discussing topics such as ideal behaviors of related parties regarding acquisitions, in order to improve predictability and demonstrate best practices for related parties, thereby making acquisitions that enhance corporate value more likely (and making acquisitions that do not enhance corporate value less likely).

With a view to a further analysis and consideration of key issues currently being discussed by the Fair Acquisition Study Group, METI is calling for opinions and information on these issues as a public consultation from the general public in Japan and abroad, including listed companies and investors.

Materials and minutes from the Fair Acquisition Study Group are available on the

• METI website (in Japanese).

2. How to send opinions and information

Please send your opinions and information on the issues described in the document subject to public consultation; "Call for Opinions and Information on Best Practice for Takeovers -Major issues that have emerged from the discussions so far-."

(1) Submission deadline:

March 15 (Wed.), 2023, call closes at 17:00

(2) Submission method:

Please send an email to the address below.

E-mail: bzl-koseibaishu_pubcon@meti.go.jp Corporate System Division, Economic and Industrial Policy Bureau, METI

(3) Other points to note

• Please specify the following items at the beginning (Please note that METI may contact you about the opinions and information sent if necessary).

Name, address, and company or attribute (e.g., listed company, institutional investor) (in the case of a corporation or other organization, provide its name, the name of a representative, and the address of the main office, etc.) Contact info. (name of person in charge, phone number and email address)

• Please write in Japanese or English.
• Please specify which issue or item from the appendix you are sending an opinion or information on.
• If you make a long submission (about six A4 sheets or longer), please preface each item with a summary.

3. Handling of opinions and information provided

The opinions and information provided will be summarized by METI and reported to the study group to be used as a reference for the study group's discussions. Please note that we do not plan to respond to the opinions and information provided on an individual basis.
Please note that in addition to being used as a reference for the study group's discussions, your opinion or information, or a summary of it compiled by METI, may be published in part or in full—excluding companies’ names, addresses, contacts, and individuals' names—on the METI website or other location.

4. Future plans

The Fair Acquisition Study Group will further deepen discussions with the aim of compiling the results by this spring.

Related Material

• Call for Opinions and Information on Best Practice for Takeovers(PDF:184KB)

Division in Charge

Corporate System Division, Economic and Industrial Policy Bureau