Reconvening of Fair Acquisition Study Group

1. Background

METI established the Fair Acquisition Study Group in November 2022 in pursuit of the sound development of market functions within a fair M&A environment, thereby facilitating the occurrence of acquisitions desirable for the economy and society. The Study Group undertook deliberations on the appropriate conduct of parties involved in acquisitions and, on August 31, 2023, formulated the Guidelines for Corporate Takeovers—Enhancing Corporate Value and Securing Shareholders’ Interests, which present fundamental principles and best practices to be shared across the economic and social landscape, with a particular focus on the conduct of parties involved in acquisitions aimed at obtaining control of listed companies.

Since the formulation of the Guidelines, various changes have arisen in the socio‑economic environment surrounding Japanese companies, and public attention to the Guidelines has been increasing. At the same time, various stakeholders have expressed concerns that the purpose of the Guidelines may not be sufficiently understood, highlighting the uncertainty as to whether the underlying intent has been properly communicated. Furthermore, amendments to the Financial Instruments and Exchange Act in 2024, including revisions to the tender offer system and the large‑shareholding reporting regime, have resulted in changes to the legal framework governing corporate acquisitions.

In light of these developments, the Fair Acquisition Study Group will be reconvened to deliberate on the dissemination of the intent of the Guidelines and on any necessary updates thereto, based on an examination of stakeholders’ understanding and actual circumstances.

2. Scope of this Study Group

This Study Group will deliberate on promoting a broad awareness of the intent of the Guidelines, taking into account the understanding and actual circumstances of the relevant stakeholders. It will also give consideration to updates to the Guidelines necessitated by recent changes in economic and social conditions, as well as developments in the legal framework, judicial precedents, and actual business practices.

3. Date

The meetings are scheduled to be convened approximately twice between February and April 2026 for the purpose of conducting the required deliberations. Following the ninth meeting, hearings with relevant stakeholders are to be undertaken by the secretariat. Subsequently, by around May 2026, compilation of the materials intended for publication is to be completed, with their release and dissemination to be carried out accordingly.

Ninth meeting: 4:00 p.m. to 6:00 p.m., Wednesday, February 4, 2026

• Confirmation of Understanding of the Guidelines
• Confirmation of Hearing Items

Tenth meeting: Scheduled to be held around April

• Report on Hearing Results
• Presentation of Draft Publication

Note: All meetings will be held in private, with summaries (in Japanese) to be published on the website at a later date.

4. List of members

Please refer to the attachment: List of Study Group Members (in Japanese)(PDF：162KB)

Division in Charge

Corporate System Division, Economic and Industrial Policy Bureau