As Japanese markets mature, there are many mergers taking place in markets that are highly concentrated. Indeed, in 2016, plans for five large-scale mergers captured world attention and required a second review by JFTC; these being in the oil wholesale industry, the steel industry, the regional banking sector, and the can manufacturing industry. Although there have been no significant changes in guidelines on corporate mergers in recent years, there has been an intermittent and increasingly marked tendency for reviews to explicitly take account of economic analysis, and the outcomes of economic analysis are now clearly presented - even in major merger cases. In addition, in recent years there have also been certain changes in the direction taken in JFTC’s evaluation and regulation.

The seminar was targeted at personnel from corporate legal affairs and corporate planning teams, as well as lawyers, and used case studies of key mergers in recent years (including those announced in June 2017) to look at the two sets of guidelines on corporate mergers and trends in reviews and decisions. It also explained, from a practitioner's perspective, the economic analysis that has become so important in merger reviews, as well as how to make best use of it. In the lecture, a comprehensive explanation was given on the details of the required procedures and merger guidelines to ensure that participants could grasp the overall picture of JFTC merger reviews. A thorough explanation was also given of recent case studies; trends in JFTC reviews and regulations; the use of economic analysis, as well as tips for handling reviews. The latest version of our experience and expertise in merger reviews, accumulated over more than 15 years, was also presented.

1． Summary of antitrust merger regulation

2. Procedures for merger reviews: Pre-notification consultation and the review process

3. The concept of "substantially restricting competition in prescribed areas of trade"

4. Re: Prescribed areas of trade

    (a) Hypothetical test for monopolistic operators

    (b) Product range/geographical range

5. Re: Analysis of competition (substantive decision on competition)

    (a) Scenarios of independent actions and cooperative actions

    (b) Criteria for safe harbor

    (c) Status of corporate groups involved in the deal and the situation of competitors

    (d) Imports

    (e) Market entry

    (f) Competitive pressures from adjacent markets

    (g) Competitive pressures from users

    (h) Efficiency

    (i) Management situation of corporate groups involved in the deal

6. Vertical mergers/mixed mergers

7. Measures to resolve issues (to eliminate substantial restrictions on competition)

- Question and Answer session -