M&A Law Guide 2021 Jurisdiction:Japan

Lexis Nexis Law Guide2021 → https://www.lexisnexis.com.hk/insights-and-analysis/law-guide

1. What are the key laws and regulations that govern mergers and acquisitions in your jurisdiction?

2. What are the government regulators and agencies that play key roles in mergers and acquisitions?

3. Are hostile bids permitted? If so, are they common in your jurisdiction?

4. What laws may restrict or regulate certain takeovers and mergers, if any? (For example, anti-monopoly or national security legislation).

5. What documentation is required to implement these transactions?

6. What government charges or fees apply to these transactions?

7. Do shareholders have consent or approval rights in connection with a deal?

8. Do directors and controlling shareholders owe a duty to the stakeholders in connection with a deal?

9. In what circumstances are break-up fees payable by the target company?

10. Can conditions be attached to an offer in connection with a deal?

11. How is financing dealt with in the trans-action document? Are there regulations that require a minimum level of financing?

12. Can minority shareholders be squeezed out? If so, what procedures must be observed?

13. What is the waiting or notification period that must be observed before completing a business combination?

14. Are there any industry-specific rules that apply to the company being acquired?

15. Are cross-border transactions subject to certain special legal requirements?

16. How will the labour regulations in your jurisdiction affect the new employment relationships?

17. Have there been any recent proposals for reforms or regulatory changes that will impact M&A activity?

18. What are the differences in practice between private and public mergers and acquisitions in your jurisdiction?

19. What changes in M&A practice have been implemented in light of current events? Are there any "new normal" practical tips in your jurisdiction parties should be aware of when considering M&As?

Authors: Norihiro Sekiguchi Takuro Yamaguchi Yuichi Urata
Magazine/Book:Lexis Nexis Law Guide2021
Publisher:LexisNexis
Date of publication: December 24, 2020

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