M&A Law Guide 2020 Jurisdiction:Japan

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, antimonopoly 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 transaction 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?