SAKURA Law Office | Legal Update by Managing Partner Kenshiro Michishita

September 29, 2026 (fully revised October 6, 2026)

SAKURA Law Office | Kenshiro Michishita, Managing Partner

SAKURA Law Office has fully revised the twenty-fifth edition of the Legal Update series by Managing Partner Kenshiro Michishita, addressing Japan’s revised Tender Offer Rule and Large Shareholding Reporting Rule that took effect on May 1, 2026. The revision is written for listed companies, boards, General Counsel, private equity sponsors, institutional investors, activists, financial institutions, M&A advisers and overseas investors that need to translate the new statutory framework into transaction controls rather than treat it as a filing exercise.

The reform changes both acquisition execution and ownership disclosure. Under the Tender Offer Rule, the principal control threshold was reduced from one-third to 30%, and ordinary on-market purchases can now fall within the 30% rule. Under the Large Shareholding Reporting Rule, the framework for joint holders and deemed joint holders, acts of material proposal, cash-settled equity derivatives, holding-ratio calculations and disclosure fields has been revised. The practical consequence is that a Japanese listed-company position can no longer be managed by monitoring registered shares alone. Acquisition sequencing, economic exposure, voting arrangements, financing, engagement strategy and disclosure must be analysed together.

The regime has also moved from implementation to supervision. The Financial Services Agency has stated that its FY2026 review of Large Shareholding Reports and Change Reports will focus on fields expanded by the reform, including the purpose of holding and material agreements concerning the relevant securities, and that the competent finance bureaus may contact filers where necessary. Separately, a further FIEA amendment enacted on July 15, 2026 (Act No. 64 of 2026) will materially increase administrative monetary penalties for specified failures and false statements under the Large Shareholding Reporting Rule. That penalty amendment is enacted but not yet in force as of October 6, 2026 and must be distinguished from the May 1 regime that is already effective.

Target-company governance is evolving in parallel. METI’s 2023 Guidelines for Corporate Takeovers remain an important administrative best-practice framework rather than legislation. In June 2026, METI released draft Interpretation, Key Points and Q&A materials for public comment while maintaining the 2023 Guidelines themselves. Those drafts should not be presented as enacted law or finalized guidance. For boards and bidders, the legal analysis under the FIEA and the corporate-governance analysis under the takeover guidelines should therefore remain connected but conceptually distinct.

This Update reflects Japanese law and official materials available as of October 6, 2026. It focuses on the questions that arise in live transactions: when a market accumulation strategy crosses into a mandatory tender offer, how financing and pre-announcement interact with market-abuse rules, how joint-holder and derivative positions affect filings, how a target should respond to an emerging activist or bidder, and how cross-border investors should build Japan-specific controls into a global compliance architecture.

Executive Summary

The central change to Japan’s Tender Offer Rule is not merely the replacement of one-third with 30%. On-market acquisitions are now within the revised 30% rule. A bidder, strategic investor, private equity sponsor or activist that expects to cross 30% through exchange purchases should therefore model the entire acquisition sequence before the first trade that could create a regulatory issue. The Tender Offer Rule’s separate 5% rule and the 5%-plus threshold under the Large Shareholding Reporting Rule are different regimes with different purposes and tests.

A Japanese tender offer is an execution-and-disclosure process, not simply a price announcement. The FSA’s updated Q&A states that a pre-announcement of an intended tender offer may raise false-rumour or market-manipulation concerns if there is no reasonable basis for proceeding, including insufficient certainty of funding. The financing package, tender offer statement, fairness process, post-acquisition plan and any anticipated squeeze-out should therefore be developed as one transaction narrative.

The Large Shareholding Reporting Rule remains built around the core five-business-day reporting framework after a holding ratio exceeds 5%, followed by Change Reports for a 1% or greater movement or another prescribed material change. What has changed is the depth of the legal analysis supporting those filings. Joint-holder relationships, deemed joint holders, purposes of holding, material agreements and certain cash-settled derivatives can materially change the reportable position and the content of the filing.

The joint-holder reforms are deliberately calibrated. The FSA has clarified that ordinary exchange of views and some forms of collaborative engagement do not automatically create joint-holder status. At the same time, an actual agreement to exercise voting or other shareholder rights jointly can lead to aggregation. Private equity consortium arrangements and institutional-investor engagement therefore require different factual analysis even though both may involve multiple investors communicating about the same issuer.

Cash-settled equity derivatives are no longer safely analysed by asking only who holds legal title to the shares. Specified long positions can be reportable where the investor has a purpose of acquiring underlying shares from the counterparty, making an act of material proposal while indicating the position, or influencing the counterparty’s voting. Product documentation, hedge mechanics, counterparty communications, possible physical acquisition and voting-related conduct should be reviewed together.

1. The 30% rule redesigns the entry point to control acquisitions: manage on-market and off-market steps as one regulatory sequence

The revised Tender Offer Rule is built around a lower 30% threshold for acquisitions capable of materially affecting corporate control. The policy objective remains transparency and equal selling opportunity for shareholders where an acquisition can alter control. The reform therefore changes not only the number at which the rule is tested, but also the regulatory treatment of how an investor reaches that number.

The inclusion of ordinary on-market purchases is the most important execution change. Before the reform, the regulatory treatment of exchange purchases could differ materially from off-market acquisitions. After May 1, 2026, a bidder cannot assume that exchange trading is outside the 30% framework. A friendly acquirer building a pre-offer stake, a PE sponsor accumulating shares before launch, a corporate strategic investor increasing an existing position and an activist building influence through the market all need a pre-trade control process capable of stopping purchases before a mandatory tender-offer threshold is crossed without analysis.

The 30% analysis is not performed by looking only at the bidder’s registered position. The statutory ownership ratio may require aggregation with special related parties and inclusion of other relevant instruments or interests under the implementing rules. Where multiple acquisition vehicles, affiliates, co-investors or financing parties participate in the structure, the transaction team should determine in advance whose positions are aggregated at each stage. A trading control cannot reliably stop at the threshold unless it is connected to the legal ownership model.

The Tender Offer Rule’s separate 5% rule must be kept distinct from the Large Shareholding Reporting Rule. The former is a transaction-method rule that can require a tender offer for specified off-market acquisitions from a sufficiently broad group of sellers. The latter is an ownership-disclosure regime triggered when the statutory holding ratio exceeds 5%. An acquisition can be outside one rule and within the other, and the fact that both use the figure 5% should not drive the analysis.

The revised framework also contains an exemption for certain very small additional acquisitions by a holder already above 30%. The final implementing measures use a test that includes an increase of less than 0.5% and the absence of other acquisitions during the preceding six months, together with other statutory conditions. The 0.5% figure is not a standalone safe harbour. Special related parties, prior acquisitions, ownership calculations, potential securities and the legal character of the acquisition still matter.

For live M&A, the better approach is to map exchange purchases, negotiated block acquisitions, the tender offer, any third-party allotment and the post-offer squeeze-out as a single acquisition sequence. Counsel should maintain a chronological ownership model showing the bidder and relevant related parties before and after each contemplated step, and should re-run that model whenever price, seller participation, financing or transaction structure changes.

2. A Japanese tender offer is an execution and disclosure transaction: funding certainty, pre-announcement, fairness and procedural flexibility should be designed together

The FSA’s revised Tender Offer Q&A makes clear that a pre-announcement can itself create legal risk. Announcing an intention to launch a tender offer without a reasonable basis for actually proceeding — including where there is not sufficient certainty that settlement funding will be available — may raise issues under the FIEA provisions on spreading false rumours or market manipulation. A strategic desire to pressure a target, deter a competing bidder or influence the market should not substitute for a credible execution plan.

Funding documentation must therefore be substantive. The FSA expects a document evidencing the existence of funds to support, with a sufficient degree of certainty, the bidder’s ability to fund settlement. The analysis can extend to the lender’s financial capacity, the conditions to signing or funding, internal approvals, the expected tender-offer timetable and how extensions are handled. Financing counsel, transaction counsel and the disclosure team should work from the same conditions precedent and risk allocation rather than prepare parallel documents that do not match.

The disclosure architecture is equally important. The post-reform Tender Offer Disclosure Guidelines and forms place emphasis on the purpose and background of the acquisition, decision-making process, price-setting process, the target’s position, post-acquisition management policy, fairness measures, expected squeeze-out, delisting implications and material agreements. In MBOs and other conflict-sensitive transactions, the formation of the business plan, the role of conflicted directors, valuation inputs and the independence of the process can become disclosure issues as well as governance issues.

The reform also introduced targeted procedural flexibility. It permits additional treatment in specified circumstances involving dividends or similar events, expands certain withdrawal grounds, and allows exceptional regulatory relief in relation to tender-offer periods, withdrawal or all-holders solicitation obligations where the statutory conditions and regulatory approval requirements are met. These tools do not give a bidder a general right to rewrite an offer after launch. They instead make pre-launch scenario analysis and early FSA consultation more important when the deal is exposed to unusual conditions.

For the target board, Tender Offer Rule compliance and the corporate-law judgment on the proposal are separate questions. The FIEA governs acquisition process and disclosure; METI’s Guidelines for Corporate Takeovers are administrative best-practice guidance addressing how boards and transaction participants should approach acquisition proposals, corporate value, shareholder interests and decision-making. A legally compliant offer is not automatically a proposal the board should support, and a board’s opposition cannot be justified merely by identifying a technical regulatory question without a properly grounded corporate-value analysis.

3. Large Shareholding Reporting is now a disclosure of investment strategy, not merely a 5% filing: purpose, material agreements, change reporting and regulatory review matter

The core filing rule remains familiar. A person whose statutory holding ratio of listed share certificates, etc. exceeds 5% must generally submit a Large Shareholding Report within five business days, and a Change Report is generally required after a movement of 1% or more or another prescribed material change. The difficult questions are increasingly those that sit behind the percentage: what is included in the numerator and denominator, whose holdings are aggregated, whether a derivative position is included, what the real purpose of holding is, and whether a contract or strategic decision has created a material change.

The May 1 transition itself illustrates the point. The FSA warned that changes to holding-ratio calculations and the scope of joint holders could cause a filing obligation to arise on May 1, 2026 even for a position established before the reform. Legacy positions therefore cannot simply be grandfathered as a practical matter. A refinancing, transfer between vehicles, new co-investor, change in voting arrangement or derivative overlay can require a pre-reform structure to be re-tested under the current definitions.

The purpose-of-holding disclosure should be treated as a substantive representation to the market. “Pure investment,” policy investment and an intention to conduct acts of material proposal should correspond to the investor’s actual decision-making and conduct. If an initially passive investment evolves into a plan to seek board representation, a disposal of significant assets, a capital-policy change or another concrete governance outcome, the need for a Change Report and the characterization of the proposal should be assessed promptly. Investment-committee papers, engagement records, public letters and shareholder-proposal planning should not tell a materially different story from the EDINET filing.

Material agreements concerning the securities also require disciplined inventorying. Share pledges, disposal restrictions, voting arrangements, shareholder agreements, financing terms, forwards, options and other contracts can affect the market’s understanding of control, disposition rights or economic exposure. The FSA has expressly identified the purpose-of-holding and material-agreement fields as FY2026 review priorities and has stated that competent finance bureaus may contact filers where necessary. Timely filing is therefore only one dimension of compliance; the filer should be able to evidence the legal and factual basis for what it reported.

Certain financial instruments firms, banks, trust companies and other qualifying institutional investors may use the special reporting regime if the statutory conditions are satisfied, with filings generally tied to selected record dates and a five-business-day filing period. The special regime is not simply a longer version of the ordinary filing deadline. Eligibility must be monitored against the investor’s conduct, including the relationship with acts of material proposal, joint-holder analysis and the actual purpose of holding. A move from passive stewardship dialogue to a concrete governance proposal can therefore require a fresh review of whether the special reporting framework remains available.

Large disposals over a short period can also trigger additional disclosure under the short-term large-transfer rules. The Large Shareholding Reporting Rule should therefore be managed as a position lifecycle rather than as a pair of 5% and 1% alerts. Acquisition, changes in purpose, material agreements, formation or dissolution of joint arrangements, derivative restructuring and significant disposals all need event-driven escalation into the Japanese filing analysis.

Enforcement consequences are also moving upward. Act No. 64 of 2026, enacted on July 15, 2026, includes a future amendment under which the administrative monetary penalty for specified non-filing or false filing under the Large Shareholding Reporting Rule would be calculated at 7/10,000 of the issuer’s market capitalization. This is a separate, enacted but not-yet-effective reform as of October 6, 2026. The currently effective sanction framework and the future penalty increase should be distinguished, while compliance systems are built on the assumption that the cost of inaccurate ownership disclosure will become substantially higher.

4. Joint holders and collaborative engagement require a facts-and-agreements analysis: PE consortiums and institutional-investor dialogue should not be collapsed into one category

Under the Large Shareholding Reporting Rule, holdings can be aggregated where persons have agreed to acquire or dispose of securities jointly or to exercise voting or other shareholder rights jointly. The existence of a written agreement is not the sole test. The FSA’s Q&A contemplates oral agreements, so the legal analysis can turn on email, messaging, meeting discussions and actual decision-making practice as well as formal contracts.

The 2026 framework also seeks to avoid chilling stewardship activity that does not amount to concerted ownership. The FSA’s published materials on acts of material proposal and joint holders explain that ordinary exchanges of views, the fact that investors independently reach the same voting conclusion, or a joint request that an issuer provide an opportunity for dialogue do not necessarily create joint-holder status. That clarification is important for institutional investors operating under Japan’s Stewardship Code, where constructive engagement is expected rather than discouraged.

The line changes once investors move from dialogue to an actual agreement on the joint exercise of shareholder rights. Agreement on a specific director election, capital action, asset disposition or other shareholder action can present a materially different case. The revised rules also provide a limited exclusion for certain financial institutions in relation to agreements for an individual exercise of rights where the statutory conditions are satisfied and the arrangement is not intended to carry out acts of material proposal jointly. That is not a blanket institutional-investor exemption.

Private equity structures raise a different set of aggregation questions. An acquisition vehicle, sponsor, parallel funds, co-investors, manager, affiliates and lenders may be linked by control, funding or voting arrangements. “Special related parties” for Tender Offer Rule purposes and “joint holders” or deemed joint holders for Large Shareholding Reporting purposes are not interchangeable concepts. Each regime requires its own analysis of control, funding, acquisition requests, contractual rights and voting arrangements.

A practical control is to record not only the conclusion but the boundary of the arrangement: what the investors have agreed to do, what each retains the right to decide independently, who determines voting, whether acquisition decisions are coordinated, whether a joint letter is merely a request for dialogue or a specific demand, and when the arrangement will end. This factual memorandum can be as important as the shareholder agreement itself when a later filing or regulatory inquiry asks why holdings were or were not aggregated.

5. Cash-settled equity derivatives require analysis of purpose, hedge mechanics and voting influence: legal title alone no longer resolves the filing question

Cash-settled equity derivatives are one of the clearest examples of the reform’s focus on substance. A cash-settled swap can give an investor substantial economic exposure to a listed company without making that investor the registered shareholder. The revised regime does not treat every economic long position as a reportable holding. Instead, it captures specified positions where the investor’s purpose creates a closer connection to acquisition or shareholder influence.

FSA implementation materials identify three important purposes: acquiring the underlying shares from the counterparty; making an act of material proposal while indicating the derivative position; or influencing the counterparty’s exercise of voting rights. If one of the statutory conditions is met, the derivative rights are converted into a number of share certificates, etc. under the implementing rules for holding-ratio purposes. A conclusion based solely on “cash settled,” “no physical delivery right” or “no registered shares” is therefore incomplete.

The factual inquiry can include the investment thesis approved internally, any expected migration from synthetic to physical exposure, how the prime broker or counterparty hedges, communications concerning hedge shares, corporate actions or voting, and whether the investor has disclosed or invoked the synthetic position in discussions with the issuer. Activist, event-driven and structured-finance strategies should make legal and compliance teams part of the product-design and trading workflow rather than perform a retrospective filing analysis after the position is built.

The reform also changes other holding-ratio mechanics. FSA materials explain revised treatment for certain shares with acquisition rights or acquisition clauses where the post-conversion voting rights exceed the pre-conversion rights. Position-monitoring systems that aggregate only registered ordinary shares may therefore miss reportable exposure. Derivatives, potential shares, stock lending and related positions should feed into a Japan-specific calculation engine or control process.

The governing principle is not that derivatives are disfavoured, but that form, economics and influence must be mapped to the statutory tests. A change in purpose — for example, deciding to seek physical delivery, coordinate a shareholder proposal or influence voting — can simultaneously affect reportability, purpose-of-holding disclosure, joint-holder analysis and material-agreement disclosure. The legal assessment should therefore be refreshed over the life of the position.

6. For listed targets, the objective is not to “find a violation”: EDINET monitoring, bid evaluation and takeover governance should operate as one information system

Large Shareholding Reports and Change Reports are valuable sources of information for listed issuers. They can reveal changes in ownership, stated investment purpose, joint holders, acquisition funding, material agreements and certain derivatives. Legal, IR and corporate-planning teams should monitor EDINET not only for percentage movements but also for qualitative changes in these fields. At the same time, EDINET is not a complete beneficial-ownership map; sub-5% exposure, derivatives outside the statutory conditions and differences between registered and economic ownership may remain outside the public filing picture.

When an investor later presents a control proposal, board nomination, capital-policy request or asset-sale demand, the target may compare the proposal against prior purpose-of-holding disclosures, joint-holder information and filing history. That is a legitimate fact-gathering exercise. It should not automatically become a public allegation of non-compliance. Joint-holder status and acts of material proposal are fact-sensitive legal concepts, and clarification from the investor may be appropriate before the company reaches or communicates a conclusion.

The board’s substantive response also sits within a different legal framework. Directors must consider their Companies Act duties, corporate value, the common interests of shareholders, conflicts, alternatives and the quality of information available to shareholders. METI’s 2023 Guidelines for Corporate Takeovers are not statutes but are influential administrative best-practice guidance for acquisitions of control of listed companies. In June 2026, METI released draft Interpretation, Key Points and Q&A documents for public comment while stating that the 2023 Guidelines themselves would be maintained. As of this Update, those June materials should be described as drafts rather than as finalized legal requirements.

A robust target-company process therefore links takeover-regulation analysis, board governance, conflict management, special-committee decisions where appropriate, financial and legal advice, competing proposals, timely disclosure and insider-information controls. Treating FIEA compliance, board process and market disclosure as separate workstreams creates a risk that the company reaches different factual conclusions at different times or makes inconsistent public statements.

7. Post-reform compliance begins before the acquisition: a cross-border operating model for M&A, private equity and activism

The revised rules reward early architecture. A cross-border PE sponsor, hedge fund, strategic buyer or financial institution should identify before investment approval the acquisition vehicles, group companies, co-investors, potential special related parties and joint holders, cash and synthetic positions, financing sources, voting arrangements, engagement strategy and expected acquisition sequence. Those facts should be translated into a Japan-specific regulatory map before trading begins.

After launch, the ownership model should be updated at a frequency appropriate to the strategy, with controls around the 30%, 5%, 1% and other relevant triggers. Equally important is an escalation trigger for changes in conduct: issuing a public letter, nominating directors, coordinating with another shareholder, converting a swap into physical shares, changing a pledge or financing arrangement, or moving from passive engagement to a concrete governance demand. Each may affect a different part of the Tender Offer Rule, Large Shareholding Reporting Rule, insider-trading framework or target-company disclosure process.

Global compliance systems can be helpful but should not be assumed to solve the Japanese analysis automatically. Japanese concepts such as special related parties, joint holders, acts of material proposal, Share Certificates, etc. Holding Rate and Share Certificates, etc. Ownership Ratio do not map perfectly onto U.S. beneficial ownership, U.K. concert-party concepts or EU takeover thresholds. Business-day filing deadlines and Japan-specific aggregation rules should be embedded into the global process rather than handled only after a Tokyo transaction becomes urgent.

SAKURA Law Office and Managing Partner Kenshiro Michishita treat Tender Offer and Large Shareholding Reporting matters as part of an integrated listed-company M&A and financial-regulatory practice. The relevant work can span acquisition structuring, private equity and activist strategy, financing, derivatives, insider-information controls, EDINET disclosure, target-board response, regulatory consultation and crisis management. Under the post-May 2026 framework, the strongest compliance model is one that connects these issues across the transaction timeline rather than addressing them only when a filing deadline arrives.

Frequently Asked Questions

Q1. Can an investor be required to launch a tender offer even if it acquires shares only on the stock exchange?

Yes. On-market purchases are within the revised 30% rule. If exchange purchases would cause the relevant ownership ratio to exceed 30%, the investor should determine before crossing the threshold whether a tender offer is required and whether an exemption applies.

Q2. If a shareholder already owns more than 30%, does every additional purchase require a tender offer?

Not necessarily. The revised regime includes an exemption for certain small additional acquisitions, but the analysis is not based solely on the increase being below 0.5%. The prior six months, special related parties, ownership calculations and other statutory conditions must also be reviewed.

Q3. Is the Tender Offer Rule’s 5% rule the same as the 5%-plus Large Shareholding Report threshold?

No. The Tender Offer Rule’s 5% rule regulates specified acquisition methods, while the Large Shareholding Reporting Rule is an ownership-disclosure regime. A single acquisition may require analysis under both frameworks.

Q4. May a bidder announce an intended tender offer before formally launching it?

Potentially, but the bidder should have a reasonable basis for implementation, including a sufficiently credible funding path. The FSA warns that an announcement without such a basis can raise false-rumour or market-manipulation concerns.

Q5. Do institutional investors become joint holders merely because they approach an issuer together?

Not automatically. FSA materials distinguish ordinary exchanges of views and certain collaborative engagement from an actual agreement to exercise voting or other shareholder rights jointly. The content and purpose of the arrangement matter.

Q6. Is a cash-settled equity swap automatically outside the Large Shareholding Reporting Rule?

No. Specified long positions can be reportable where the investor has a statutory purpose relating to acquisition of underlying shares, an act of material proposal or influence over the counterparty’s voting. The derivative terms and actual conduct should be reviewed together.

Q7. Can an investor that filed “pure investment” later seek board representation or capital-policy changes?

The proposal is not automatically prohibited, but a change in strategy can require a Change Report and may raise an “act of material proposal” question. The public filing should remain consistent with the investor’s actual purpose and conduct.

Q8. Do the Japanese Large Shareholding Reporting Rules apply to foreign funds and offshore SPVs?

Potentially yes. Foreign status alone does not remove an investor from the regime where Japanese listed securities are involved. Funds, managers, vehicles, co-investors, derivatives and voting arrangements may all need to be tested under Japanese definitions.

Q9. What should a listed company do if it suspects a Large Shareholding Report is inaccurate?

The company should first assemble the public filing history and the facts available to it, seek clarification where appropriate, and obtain legal advice on joint holders, purpose, material agreements and Change Report requirements. Regulatory analysis should be separated from the board’s corporate-value and shareholder-response analysis.

Q10. Has the 2026 increase in administrative monetary penalties for Large Shareholding Reporting violations already taken effect?

No, not as of October 6, 2026. Act No. 64 of 2026 was enacted on July 15, 2026 and contains a substantial future increase in the penalty calculation, but that measure is enacted and not yet in force. Current sanctions and the future amendment should be distinguished.

About the Legal Update Series by Kenshiro Michishita

SAKURA Law Office publishes the Legal Update series through the profile of Managing Partner Kenshiro Michishita, addressing major issues affecting businesses and management in corporate law, M&A, cross-border transactions, international disputes, AI and technology, data protection, intellectual property, financial regulation, Web3, employment, corporate crisis management and internal investigations. This fully revised No. 25 follows No. 24 on insider trading and listed-company information governance and addresses the May 1, 2026 Tender Offer and Large Shareholding Reporting reforms as an integrated transaction, ownership-disclosure and corporate-governance framework.

SAKURA Law Office — Official Website https://sakura-lawyers.jp/en/

Kenshiro Michishita, Managing Partner — Profile https://sakura-lawyers.jp/en/lawyer/michishita-kenshiro/

How SAKURA Law Office Can Assist

SAKURA Law Office advises listed companies, bidders, private equity sponsors, institutional investors, activists, strategic investors, shareholders, financial institutions, M&A advisers and other market participants on Japan’s Tender Offer Rule, the 30% rule, tender-offer structuring and financing, Tender Offer Statements, Large Shareholding Reports and Change Reports, joint holders and deemed joint holders, acts of material proposal, cash-settled equity derivatives, purpose-of-holding and material-agreement disclosures, insider-information controls, target-company responses, special committees, regulatory consultation and related listed-company M&A and financial-regulatory matters. In cross-border matters, we coordinate in English with overseas headquarters, foreign counsel, PE sponsors, investment banks, asset managers and other stakeholders so that Japanese rules are integrated into the global transaction and compliance framework.

Contact

For advice concerning Japan’s Tender Offer Rule, Large Shareholding Reporting Rule, listed-company M&A, private equity, activist investment, shareholder engagement, acquisition financing or related corporate and financial-regulatory matters, please contact SAKURA Law Office.

SAKURA Law Office
4F Ark Hills South Tower, 4-5 Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan
Kenshiro Michishita, Managing Partner

Web https://sakura-lawyers.jp/en/

Principal References

1 Financial Instruments and Exchange Act — e-Gov Laws (official Japanese text; current law and future amendments) https://laws.e-gov.go.jp/law/323AC0000000025

2 FSA — Final implementing measures and public-comment results for the 2024 FIEA amendments (July 4, 2025; updated April 15, 2026; Japanese controlling materials) https://www.fsa.go.jp/news/r7/shouken/20250704/20250704.html

3 FSA — Q&A on Tender Offers (effective May 1, 2026; Japanese official text) https://www.fsa.go.jp/news/r7/shouken/20250704/09.pdf

4 FSA — Tender Offer Disclosure Guidelines, clean version (Japanese official text) https://www.fsa.go.jp/news/r7/shouken/20250704/06.pdf

5 FSA — Large Shareholding Report filing information, including May 1, 2026 reform (Japanese official page) https://www.fsa.go.jp/common/shinsei/tairyohoyu/index.html

6 FSA — Overview of the Large Shareholding Reporting Rule and 2026 reform materials (Japanese official page) https://www.fsa.go.jp/common/shinsei/tairyohoyu/summary/index.html

7 FSA — Q&A on Large Shareholding Reports (effective May 1, 2026; Japanese official text) https://www.fsa.go.jp/news/r7/shouken/20250704/11.pdf

8 FSA — Cash-Settled Equity Derivatives and revised holding-ratio calculation materials (Japanese official text) https://www.fsa.go.jp/common/shinsei/tairyohoyu/04.pdf

9 FSA — Laws, Regulations and Q&As on “Acts of Material Proposal” and “Joint Holders” (English) https://www.fsa.go.jp/en/refer/councils/stewardship/20250917.html

10 FSA — Provisional English translation: Acts of Material Proposal and Joint Holders https://www.fsa.go.jp/en/refer/councils/stewardship/20250917/01.pdf

11 FSA — FY2026 review of Large Shareholding Reports and Change Reports (Japanese) https://www.fsa.go.jp/news/r7/sonota/20260327.html

12 FSA — Working Group on Tender Offer Rule and Large Shareholding Reporting Rule (English) https://www.fsa.go.jp/en/refer/councils/tenderoffer_largeshareholdingreporting/index.html

13 FSA — Report of the Working Group on Tender Offer Rule and Large Shareholding Reporting Rule (English) https://www.fsa.go.jp/en/refer/councils/singie_kinyu/20240130.html

14 FSA — Weekly Review No. 644: implementing measures for the May 1, 2026 reforms (English) https://www.fsa.go.jp/en/newsletter/weekly2025/644.html

15 FSA — Act No. 64 of 2026 and Diet materials (Japanese official page) https://www.fsa.go.jp/common/diet/index.html

16 FSA — 2026 Diet explanatory material on reforms to unfair-trading and Large Shareholding Reporting penalties (Japanese) https://www.fsa.go.jp/common/diet/221/02/03.pdf

17 FSA — Japan’s Stewardship Code, Third Revised Version and related English materials https://www.fsa.go.jp/en/refer/councils/stewardship/

18 METI — Guidelines for Corporate Takeovers (English press release and official English guideline link) https://www.meti.go.jp/english/press/2023/0831_001.html

19 METI — Guidelines for Corporate Takeovers / M&A guideline publications (Japanese official hub) https://www.meti.go.jp/policy/economy/keiei_innovation/keizaihousei/fair-ma-rule/ma-guideline-publications.html

20 METI — Public consultation on draft Interpretation, Key Points and Q&A on the Guidelines for Corporate Takeovers (English, June 18, 2026) https://www.meti.go.jp/english/press/2026/0618_001.html

21 FSA — EDINET https://disclosure2.edinet-fsa.go.jp/

22 SAKURA Law Office — Official Website https://sakura-lawyers.jp/en/

23 SAKURA Law Office — Kenshiro Michishita, Managing Partner — Profile https://sakura-lawyers.jp/en/lawyer/michishita-kenshiro/

24 Financial Instruments and Exchange Act Enforcement Order — e-Gov Laws (official Japanese text) https://laws.e-gov.go.jp/law/340CO0000000321

25 Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Persons Other Than Issuers — e-Gov Laws (current May 1, 2026 text) https://laws.e-gov.go.jp/law/402M50000040038

26 Cabinet Office Ordinance on Disclosure of the Status of Large-Volume Holdings in Share Certificates, etc. — e-Gov Laws (current May 1, 2026 text) https://laws.e-gov.go.jp/law/402M50000040036

Disclaimer

This article provides general information based on Japanese law, official FSA and METI materials and general practice publicly available as of October 6, 2026. It does not constitute legal advice or a legal opinion concerning any specific acquisition, share purchase, tender offer, Large Shareholding Report, joint-holder arrangement, derivative position, shareholder proposal, takeover response, board process or other transaction. Whether a tender offer is required; how ownership or holding ratios should be calculated; whether a person is a special related party, joint holder or deemed joint holder; whether conduct constitutes an act of material proposal; whether a cash-settled derivative is reportable; whether special reporting treatment applies; how the purpose of holding or material agreements should be disclosed; which filing deadline applies; and when an enacted but not-yet-effective amendment becomes applicable depend on the statutory provisions then in force and the specific facts. Current statutes, Cabinet Orders, Cabinet Office Orders, FSA Q&As and guidance, exchange rules and regulatory practice should be checked for each matter.