Japan’s M&A market continues to expand, but certain transactions may be subject to rigorous merger review under the Antimonopoly Act. In recent years, approximately 300 to 400 merger notifications have been filed annually, and it is estimated that the Japan Fair Trade Commission (JFTC) conducts particularly detailed reviews in nearly 10% of these cases.

Many companies have little or no experience with in-depth merger reviews conducted by the JFTC and therefore tend to over- or underestimate regulatory risks. In reality, the JFTC’s merger review practice has evolved significantly in recent years, reflecting developments in the United States and Europe through more rigorous enforcement and increasingly sophisticated review processes. New trends have also emerged, including the expanded use of economic analysis and heightened attention to issues arising in the digital economy. Against this backdrop, it is becoming increasingly important for companies to understand how to minimize the risks of unexpected review delays, transaction modifications, or prohibitions while preserving strategic opportunities.

Using examples from recent merger review cases, this seminar will examine the substantive factors that distinguish transactions that receive clearance from those that face regulatory intervention. We will explore why certain outcomes cannot be explained by market shares alone and discuss key issues in merger review strategy, including the assessment of competitive constraints exerted by significant rivals and the design of effective remedies. The seminar will also cover recent high-profile cases, including Aeon/Tsuruha, Hino/Mitsubishi Fuso, and Prime Polymer/Sumitomo Chemical, as well as major merger review decisions expected to be published by the JFTC in fiscal year 2025.

The seminar will then discuss practical challenges associated with economic analyses that can be conducted relatively efficiently during the early stages of a transaction. We will also highlight important considerations when working with economic experts and explain how economic analysis can be used effectively to support merger review strategies.

This seminar is intended for corporate executives involved in M&A transactions, professionals in corporate planning and legal departments, investment bankers, private equity and venture capital professionals, and antitrust practitioners.

Whether you are new to merger control matters or an experienced practitioner seeking to stay current with the latest developments, this seminar is designed to provide practical insights and valuable perspectives for a broad range of participants.

Program (Scheduled: Titles of talks may change):

1. Understanding the Boundaries of Merger Review: What Competitive Constraints Separate Clearance from Intervention? (Hiroaki Ishigaki, NERA, Senior Managing Director)

2. Leveraging Economic Analysis to Support Review Strategies – Typical Application Scenarios and Practical Knowledge to Achieve Results (Taku Masuda, NERA, Senior Consultant)

3. Q&A

Please note that the content and order of the presentations are subject to change.

Intended audience: Lawyers and in-house legal counsel of corporations 
Please note that applications may be declined if you are deemed ineligible, a peer or competitor, or if your affiliation cannot be verified based on the information provided. 
 
Participation: Free of charge 
 
How to register: Please register via the online application form. We will send details on participation and access by email prior to the event.

Please note this event will be in Japanese only.