JFTC merger review to increase reliance on 4c/4d-style internal documents
On June 22, 2022, the Japanese Fair Trade Commission (the “JFTC”) published a document entitled “The Fair Trade Commission’s Practices Regarding the Submission of Internal Documents in Business Combination Reviews” (the “Guidelines”). The Guidelines signal a shift from the JFTC’s past practice in merger reviews in that, going forward, the JFTC may be more likely …
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Key takeaways for system vendors from the Japan Fair Trade Commission’s survey report on procurement of information systems by government offices
Introduction On 8 February 2022, the Japan Fair Trade Commission (“JFTC”) published its “survey report on procurement of information systems by government offices” (“Report”)[1].
Shareholder Meeting Digitalization in Japan
I. Introduction While discussions about the digitalization of shareholder meetings have been gradually increasing in recent years, the COVID-19 pandemic has drastically accelerated the digital movement in Japan. On June 16, 2021, legislation came into force permitting listed companies to hold exclusively virtual shareholder meetings. Similarly, legislation allowing the electronic distribution of shareholder meeting materials …
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Progress in the Human Rights Due Diligence in Japan
I. Introduction ESG is facing increased attention from various stakeholders, including regulators, investors and consumers, and among all, human rights, which is positioned as S in ESG, increases the need for due diligence in recent years. METI (The Ministry of Economy, Trade, and Industry) and MOFA (The Ministry of Foreign Affairs) conducted a survey last …
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Loan Refinancing in Japan by way of Amendment and Restatement
I. Introduction Refinancing can be a good option for parties seeking to gain improved terms and conditions of existing loan arrangements. For example, in order to achieve a better gearing ratio and partial return of capital, a borrower of the project financing of a power plant might consider refinancing for the purposes of lowering the …
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Whistleblowing Systems Required by the Amended Whistleblower Protection Act
I. Introduction The importance of robust internal whistleblower systems has been highlighted recently in Japan with a number of large-scale corporate misconduct being identified through whistleblowing reports. Since one of the most important aspects of corporate crisis management is to detect and rectify compliance incidents as soon as possible, establishing an effective whistleblowing system is …
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Japan’s Economic Sanctions against Russia
I. Introduction In light of the current conflict between Russia and Ukraine, the Japanese government has implemented various economic sanctions against Russia based on the Foreign Exchange and Foreign Trade Act of Japan (the “Foreign Exchange Act”). Japan’s economic sanctions have been implemented in concert with many western industrialized countries and regions (such as the …
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