With the anticipated revision of Japan’s Merger Guidelines, how might merger review in highly concentrated markets change? The proposed revisions would broaden the scope for recognizing efficiencies arising from factors such as security of supply, investment, innovation, and environmental performance, while also encouraging a more forward-looking assessment of future market structures. Could these changes create new opportunities for obtaining merger clearance in highly concentrated markets?

This seminar will examine the key aspects of the proposed revisions and their practical implications. We will explore categories of transactions that may have a greater likelihood of obtaining clearance, including mergers involving declining markets, the maintenance of production capacity, large-scale investments, decarbonization initiatives, and research and development (R&D) and innovation. The seminar will also review leading merger cases from Europe and the United States in which efficiencies, investment, or innovation played a central role and use hypothetical case studies based on Japan’s proposed revised framework to illustrate how particular factual circumstances and economic evidence may support clearance.

Achieving merger clearance, however, requires more than identifying potential efficiencies—it requires persuasive substantiation. This seminar will explain the key elements of an effective evidentiary strategy, including the counterfactual, merger specificity, verifiability, pass-on of efficiencies to customers, and balancing of efficiencies against potential anticompetitive effects. We will also discuss the types of evidence that are likely to be required, including internal documents, business plans, market data, and economic analyses. Participants will gain practical insights into developing more persuasive clearance strategies for transactions in highly concentrated markets.

Program:

1. Overview of the proposed revisions to the Merger Guidelines and their implications
2. Types of M&A transactions in highly concentrated markets that may have greater clearance potential
3. Evidentiary strategies for obtaining merger clearance
4. Practical implications for Japanese companies

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.