LEGAL UPDATE | No. 34
Legal analysis as of October 7, 2026 | Corrected October 20, 2026
SAKURA Law Office | Managing Partner Kenshiro Michishita
METI’s Guidelines for Corporate Takeovers, published on August 31, 2023, set out principles and best practices for acquisitions of control of listed companies, centred on corporate value and shareholders’ common interests, shareholder intent and transparency. They are not an amendment to the Companies Act imposing a uniform duty to sell. Equally, their non-statutory character does not remove their practical relevance to explaining the board’s treatment of an acquisition proposal. A target should distinguish statutory duties, mandatory listing requirements and recommended practice, and bring those different sources into one coherent decision-making process. [1]
The difficult task is to translate bona fide consideration into a defensible choice. What should a board explain when it declines a high-priced offer on corporate-value grounds? How far should it investigate a non-binding proposal, compare a standalone strategy or use a special committee? The answers depend on the offer and the company. METI’s reconvening of its study group and consultation on explanatory materials in 2026 illustrate the continuing importance of implementing the principles correctly. This Update is a practical analysis of the Guidelines’ underlying framework, not a clause-by-clause commentary on those supplementary materials. [3] [4]
The legal environment has also changed. The tender offer reforms effective May 1, 2026 brought certain acquisitions, including on-market purchases taking the relevant share ownership ratio above 30%, within the mandatory-offer regime. The result depends on the acquisition, specially related persons, calculation rules and exemptions—not a bare percentage alone. A target’s response therefore requires simultaneous analysis of directors’ duties, the Financial Instruments and Exchange Act, TSE conduct rules, timely disclosure and insider-information controls. The Guidelines cannot be treated as a self-contained legal code. [7]
This Update does not present a catalogue of the Guidelines’ provisions. It follows the sequence in which a listed company must actually make decisions: what should be prepared before any proposal arrives; what must be verified when an approach is received; what information should be requested; how the acquisition case should be compared with a standalone plan and other alternatives; when a special committee adds value; and what the board ultimately must be able to explain to shareholders. The most dangerous approach is to decide first whether the company wishes to accept or resist the transaction and only then construct a narrative about corporate value around that preferred result. The approach taken here is to design a process capable of producing comparable information, testing alternatives, controlling conflicts and leaving shareholders with a record they can evaluate.
Executive Summary
First, the Guidelines are not legislation equivalent to the Companies Act or the Financial Instruments and Exchange Act. Directors’ duties depend on applicable law and the facts, while the Guidelines articulate shared principles and best practices for listed-company control transactions. Distinguishing them from statute, TSE requirements and judicial decisions is essential to improving actual board judgment rather than issuing a formal statement of compliance. [1]
Second, when a board receives an acquisition proposal, it should determine whether the proposal warrants review as a "bona fide offer" by considering, among other matters, its concreteness, legitimacy of purpose and feasibility. Those considerations are not a formal checklist for eliminating an unwanted bidder at the gate. Financing, due diligence, merger-control review, foreign investment screening and other execution matters may become more certain as discussions advance. The absence of complete certainty at the initial stage does not, by itself, justify refusing to examine a proposal that may enhance corporate value. The concept should not be used arbitrarily as a device for avoiding substantive review. [1]
Third, the board retains business-judgment discretion when choosing among a sale, a standalone strategy, a strategic alliance or another acquisition proposal, but that discretion is not unlimited. In practice, that discretion should not be invoked to preserve the status quo unconditionally or to avoid specifying, implementing and explaining the alternative value-creation plan on which the board relies. The acquirer's case and the target's standalone case should be compared, so far as reasonably practicable, on a quantified basis. Qualitative factors should likewise be tested for their effect on cash flow, risk, timing or discount rates rather than being used as labels that make comparison impossible.
Fourth, acquisition price is not synonymous with corporate value, but neither is it irrelevant to the corporate-value analysis. A substantial premium may be an important indication of the value the acquirer expects to realize after the transaction. Where multiple bona fide proposals compete, price is not the only consideration, but a board that selects a lower-priced proposal or a standalone course should be prepared to explain persuasively why that alternative is expected to produce superior mid- to long-term corporate value after taking execution risk, timing and other relevant factors into account. The practical challenge in 2026 is to preserve genuine board judgment while respecting the second principle of the Guidelines: rational shareholder intent should ultimately determine matters involving control of the company.
1. The Guidelines’ legal status: distinguish statutory duties from best practice
The 2023 Guidelines for Corporate Takeovers primarily address acquisitions of corporate control of listed companies and articulate three principles: the Principle of Corporate Value and Shareholders' Common Interests, the Principle of Shareholders' Intent and the Principle of Transparency. Their scope is not limited to transactions requested by incumbent management. It includes acquisition proposals made without a prior request or approach from management and may extend, depending on substance, to stock-for-stock acquisitions and organizational restructurings such as mergers, share exchanges and share deliveries. The Guidelines are therefore neither a manual only for hostile takeovers nor a document confined to cash tender offers. [1]
Recommended practice and legal compulsion must be kept separate. The proposal, director conflicts, available information, time for consideration and realistic alternatives vary between cases. Statutory duties must be assessed against those facts. It would be equally mistaken to convert every recommendation in the Guidelines into a uniform legal condition or to dispense with reasonable inquiry merely because the Guidelines are not legislation. The value of the framework is to discipline and explain the decision, not to replace case-specific legal analysis. [1]
Under the Companies Act, directors owe duties of care and loyalty to the company, and the law allows judgment in business matters in light of the facts of the particular case. A control transaction, however, directly affects not only the enterprise value of the company but also the terms on which shareholders may dispose of their shares. The Guidelines do not purport to redefine the legal boundaries of directors' duties. Their function is to identify a process that is expected to help a board secure or enhance corporate value and the common interests of shareholders in that setting. For that reason, minutes and public disclosures should not merely state that the board "followed the Guidelines." They should show what information was considered, which alternatives were compared, how conflicts were addressed and what the board decided shareholders should be told. [5]
The tender offer reforms effective May 1, 2026 extend the 30% framework to defined acquisitions including on-market transactions. Explanations written against the legal environment of 2023 cannot simply be carried across to a current acquisition. Counsel should start from the law operative at the time of the transaction and coordinate tender offers, large-shareholding reports, foreign investment review, merger control, timely disclosure and information management. [7]
2. Corporate-value creation before a proposal arrives: the limits of discovering "long-term value" only after a bid
A sound takeover-response framework begins not with defenses after receipt of a proposal, but with the target company's ordinary-time efforts to enhance corporate value. This is not rhetorical. A company that has already tested its strategy, capital allocation, business portfolio, profitability, cost of capital and growth investment - and has explained that thinking through investor dialogue - has a credible baseline against which to evaluate an acquisition proposal. By contrast, a company that tolerates weak capital efficiency or underutilized assets for years and invokes undefined "long-term value" only after a premium offer arrives will find it much harder to persuade shareholders that the newly articulated value case reflects disciplined management rather than defensive positioning.
What a listed company should prepare in ordinary times is therefore not, in the first instance, a takeover defense mechanism. The board should understand the gap between its assessment of intrinsic value and market valuation, the assumptions supporting the business plan, profitability by business, expected cash flows, cost of capital, non-core assets, cross-shareholdings and potential M&A or divestiture alternatives. If the market price materially understates the board's view of value, the company should understand why and determine whether management action or disclosure can close that gap. Without that record, a later assertion that an acquirer's premium price still understates corporate value may have to be built under extreme time pressure and will be easier to challenge.
The line between "ordinary times" and an active takeover situation should not be treated formalistically. A company may enter a takeover-response phase before it receives a public, fully documented proposal if the board or management becomes aware of a concrete acquisition possibility. At that point, information controls, conflict checks, engagement of external advisers, management of insider information, consideration of timely disclosure and centralization of communications with the potential acquirer may become necessary. Allowing a small group of executives to handle the approach privately for too long may compromise both the quality of the later board process and the credibility of the company's explanation to shareholders.
A listed company should therefore maintain a practical takeover-response playbook. Its purpose should not be to pre-select bidders to exclude. It should establish who receives an approach, who must be notified, what information must be obtained immediately, when the board should be convened, when outside legal and financial advisers should be engaged, how conflicts are identified, when a special committee should be considered and who evaluates disclosure obligations. Integrating ordinary-time corporate-value work with transaction-response procedures makes it materially easier to demonstrate that the company's decision was driven by value and shareholder interests rather than managerial entrenchment.
3. Identifying a bona fide offer: the threshold review is not a tool for rejecting an unwelcome bidder
When a board receives an acquisition proposal, the first practical question is how seriously and how deeply the proposal should be reviewed. The 2023 Guidelines recognize that a proposal may fall outside the category of a bona fide offer where there are reasonable doubts about concreteness, legitimacy of purpose or feasibility. Its practical application should avoid an arbitrary, overly narrow interpretation that enables the board to disregard a proposal capable of enhancing corporate value. The threshold review should therefore allocate an appropriate level of time, information and board attention; it should not operate as a gate that incumbent management can close whenever it dislikes the proposed transaction. [1]
Concreteness concerns the extent to which the proposal identifies the contemplated structure, form and level of consideration, scope of the acquisition, principal conditions and expected timetable. An initial non-binding proposal will often leave matters unresolved because definitive terms depend on due diligence. Early-stage status is therefore not synonymous with lack of seriousness. The board should distinguish between information that is genuinely missing at the current stage and matters that can reasonably be developed through later information requests, due diligence and negotiation.
Legitimacy of purpose requires the board to consider whether the acquirer has a rational explanation for post-acquisition strategy and operations and whether there are grounds to suspect that the approach is principally intended to manipulate the stock price or obtain competitively sensitive information. Yet the fact that the acquirer proposes a strategy different from management's own plan, or contemplates management changes, does not make the purpose illegitimate. One function of a market for corporate control is to permit alternative strategies and management teams to be presented to shareholders. The target should test the acquirer's strategy against its own rather than treating strategic disagreement as a reason not to engage.
Feasibility includes financing, evidence of funding, merger control and foreign investment approvals, shareholder structure and closing conditions. But complete certainty at the initial stage is rarely realistic. Financing commitments may develop after due diligence, and regulatory risks may be addressed through agency engagement and remedies. The correct inquiry is whether there is a rational path to execution at the time of the proposal, what uncertainties remain and what evidence or commitments should be requested to reduce them. Giving bona fide consideration to a proposal is not the same as endorsing it.
4. What bona fide consideration requires: compare the acquisition case and the standalone case on a common basis
Once a proposal warrants bona fide consideration, the board's task is not to decide solely by looking at the premium, nor to delay a bidder indefinitely through an expanding list of questions. The core exercise is to compare the corporate value reasonably expected under the acquisition with the value and risk of remaining standalone or pursuing other strategic alternatives, using as far as practicable the same time horizon and risk framework. Relevant factors may include price, post-closing strategy, synergies, portfolio changes, financing structure, use of target assets in acquisition financing, effects on employees, customers and business partners, regulatory execution and the practical structure of the transaction.
The standalone case must be subjected to the same discipline. Its probability of achievement, investment requirements, time to realization, competitive environment, potential restructuring or exits and cost of capital should be reflected in a form that permits comparison, including through discounted future cash flows where appropriate. A board that produces a newly aggressive plan only after receiving an offer and then concludes that independence must be worth more, without testing that plan against historical performance and capital-market assumptions, exposes itself to the criticism that the numbers were built to preserve management's position. Past execution and the credibility of management's future commitments are therefore part of the valuation judgment.
Qualitative value is not irrelevant. Brand strength, research capability, employees, customer trust, neutrality, supply-chain relationships, data, intellectual property and local relationships may all be harmed or enhanced by a transaction and may affect corporate value. But the fact that a factor is difficult to measure does not justify placing it in an undefined category called "corporate value" that is insulated from price comparison. A defensible assessment should, where reasonably practicable, translate those matters into effects on cash flow, risk, timing or discount rates; where quantification is genuinely difficult, the effects should at least be explained with specificity. Qualitative factors and discount rates should not become tools for managerial entrenchment.
The same principle applies to information access and due diligence. A target must protect trade secrets, personal data, competitively sensitive information and contractual confidentiality obligations, but it should not block all meaningful diligence for the purpose of making a bona fide proposal impossible to evaluate. Clean teams, staged disclosure, redaction, external-adviser-only review and carefully designed data rooms can often reconcile information protection with serious transaction review. The board should also preserve a record of what information was withheld and why, because that record may later be central to evaluating whether the process was reasonable.
5. Corporate value and acquisition price: a high price cannot be ignored, but the highest nominal price is not the entire analysis
The relationship between corporate value and acquisition price is easily misunderstood. The Guidelines’ emphasis on corporate value and shareholders’ common interests does not make the offered number the sole criterion. Yet price is material evidence of the buyer’s assessment of achievable value, assumed risk and transaction terms. A substantial premium warrants examination of the business plan, financing and synergies behind that assessment and comparison with the standalone alternative. Neither treating price as conclusive proof of value creation nor dismissing it as unrelated to corporate value is analytically sound. [1]
Accordingly, a board cannot dispose of a premium offer simply by stating that "corporate value cannot be measured by price." If the transaction may cause the loss of critical customers, regulatory constraints, material employee departures or damage to technology development, those effects should be analyzed as concretely as possible. Equally, if the acquirer brings financing capacity, global distribution, technology, brand strength or procurement advantages that may produce meaningful synergies, those factors should be evaluated directly. Treating price as dispositive and treating price as irrelevant are both inconsistent with a disciplined application of the Guidelines.
The analysis becomes more difficult when more than one bona fide proposal is available. In an all-shares acquisition where enterprise value and consideration correspond in a straightforward way, the proposal expected to create more value will often also be the proposal offering the higher price. But nominal price may not capture all relevant differences. Execution certainty, regulatory risk, form of consideration, conditions, time to closing and risk of post-closing value impairment can matter materially. In a stock-for-stock transaction, the value, liquidity and volatility of the acquirer's shares, currency exposure and future dilution may also be relevant to shareholders' economic outcome.
The governance framework does not eliminate the possibility that a board may ultimately prefer a lower-priced proposal or a standalone course. Such a choice nevertheless requires a persuasive explanation. The board should be able to explain why the alternative is expected to generate value exceeding the value reflected in the higher proposal, how long realization will take, what risks may prevent it and what management is committing to do. References to the board's "broad discretion" should not be read as permission to choose the status quo without a value-based justification.
6. Special committees and the board: independence should improve the decision, not merely the form
An ordinary acquisition proposal from an independent third party does not necessarily involve the structural conflict of interest found in an MBO or a controlling-shareholder transaction. It does not follow that every acquisition proposal requires a separate special committee. The need for one should be assessed in light of the degree of conflict, the independence of the board, the need to supplement the board's decision-making process and the level of accountability to the market. Where a board already has a majority of genuinely independent outside directors, the incremental function of a separate committee may in some cases be smaller.
A special committee may nevertheless be particularly useful where a full acquisition or cash-out makes price and terms especially important to general shareholders, where the company is considering a takeover response policy or countermeasure, where multiple public proposals are competing, where the board is considering a standalone strategy despite a gap between corporate value and acquisition price, or where it may choose an offer that does not carry the highest price. In those situations, the board may face heightened scrutiny because the transaction can affect management positions and because shareholders need to understand why one path was preferred over another.
The existence of a committee, however, does not itself make a process fair. Independence and expertise of members, timing of establishment, authority granted, access to independent legal and financial advisers, information and time, the ability to challenge management assumptions and the ability to compare realistic alternatives all matter. A committee that is asked merely to endorse a conclusion already selected by the board contributes little. Minutes and committee opinions should appropriately record the central issues, information requests, material changes in assessment and significant dissenting views rather than only the final conclusion.
MBOs and take-private transactions by controlling shareholders must be distinguished from ordinary third-party proposals. TSE's Code of Corporate Conduct imposes separate requirements in specified MBO and controlling-shareholder transactions, including obtaining an opinion from a special committee that the transaction is fair to general shareholders. Those structural-conflict transactions were addressed in Legal Update No. 31. A special committee should therefore not be treated as a universal formal requirement. Its design should respond to the actual conflicts, information asymmetry and accountability needs of the transaction and should materially improve the independence and quality of the board's judgment. [11]
7. Shareholder intent, tender offers and countermeasures: opposing an offer is different from depriving shareholders of the choice
Principle 2 of the Guidelines states that rational shareholder intent should be relied upon in matters involving corporate control. A board may decide whether it supports an acquisition and may recommend a course of action to shareholders, but the basic structure is that shareholders ultimately decide whether to tender into an offer or how to vote where shareholder approval is required. The board’s lack of support must therefore be distinguished from shareholders’ choice between available alternatives. A board decision not to recommend an offer is therefore analytically different from the use of legal or structural measures that prevent shareholders from making the choice themselves. [1]
The tender offer reforms effective May 1, 2026 have increased the procedural significance of a transparent control-acquisition process. Certain acquisitions, including on-market purchases, that would take ownership above 30% now fall within the tender offer regime, and the tender offer statement, target opinion report and related disclosure assume greater importance. A target should work backward from statutory timing, its right to ask questions and the bidder's response process, timely-disclosure obligations and insider-information controls when planning meetings of the board and any special committee. The need for adequate review time must be distinguished from delay that unnecessarily impairs shareholders' ability to decide. [7]
Even greater care is required if the company considers adopting or invoking a takeover response policy or countermeasure. TSE Listing Regulations Rule 440 requires sufficient disclosure, transparency of invocation and abolition conditions, attention to effects on the secondary market and respect for shareholder rights. TSE practice also expects companies to consult in advance with sufficient time before a decision and public disclosure. Depending on the circumstances, non-compliance can result in public measures and can raise listing issues. A board cannot justify a countermeasure merely by asserting that an acquisition would harm corporate value; the legal basis, process, proportionality and shareholder-rights implications require separate analysis. [8] [9] [10]
The practical objective is therefore not to reduce takeover response to a binary choice between "selling" and "defending." The board should evaluate a bona fide proposal, negotiate for improved terms where appropriate, compare competing offers and credible standalone alternatives, and explain its reasoning in a way shareholders can test. If it chooses not to pursue the acquisition, it should be prepared to implement the alternative value-creation plan on which that conclusion depends. If it supports the acquisition, it should seek the best reasonably available terms and ensure shareholders have adequate information and time. Building that decision-making capacity before a proposal arrives is one of the most important elements of takeover governance in Japan in 2026.
Frequently Asked Questions
Q1. Are the Guidelines for Corporate Takeovers legislation?
No. METI’s 2023 Guidelines set out principles and best practices for listed-company control transactions. They should be distinguished from the Companies Act, the Financial Instruments and Exchange Act and mandatory TSE requirements. A recommended practice is not necessarily a uniform statutory duty, but the non-statutory character of the Guidelines is not a reason to dispense with reasonable consideration of a proposal. [1]
Q2. Do the Guidelines apply to an acquisition proposal that management did not solicit?
Yes. The Guidelines expressly contemplate acquisition proposals made without a request or approach from management. They are not limited to so-called hostile acquisitions; they provide principles and best practices for acquisitions of corporate control of listed companies more generally. [1]
Q3. What is a "bona fide offer" under the Guidelines?
The board should consider, among other things, concreteness, legitimacy of purpose and feasibility in deciding whether a proposal warrants serious review as a bona fide offer. These are not mechanical exclusion tests. An initial non-binding proposal may become more concrete and executable through due diligence, financing work and regulatory engagement, and the board should not interpret the concept arbitrarily to avoid review. [1]
Q4. May a board disregard a proposal if financing is not yet fully committed?
Not automatically. Evidence of financing is an important part of feasibility, but financing certainty may develop as due diligence and lender negotiations proceed. The board should assess the current financing position, the acquirer's resources, the contemplated financing process and conditions, and whether there is a rational path to sufficient certainty.
Q5. Must the board always select the proposal with the highest acquisition price?
No general rule requires selection of the highest nominal price in every case. The board should assess corporate value and shareholders' common interests, including execution certainty, regulatory risk, the form of consideration and post-acquisition business effects. However, acquisition price is important evidence of value, and selecting a lower-priced proposal or a standalone strategy will ordinarily require a particularly persuasive explanation. [1]
Q6. May the board reject an offer because of effects on employees, business partners or customers?
Those effects may be highly relevant if they affect future cash flows, risk, timing, discount rates or otherwise bear on corporate value. An abstract statement that the company is protecting stakeholders is not, by itself, a substitute for comparing corporate value and shareholder interests. The board should quantify the expected effect where reasonably practicable and otherwise explain it concretely.
Q7. Is a special committee required whenever a listed company receives an acquisition proposal?
No. An ordinary proposal from an independent third party does not automatically require a special committee. The company should consider the degree of conflict, board independence and the need for enhanced market accountability. A committee can be particularly useful in full acquisitions, countermeasure situations, competing public proposals, or where the board may select a standalone course or a proposal that is not the highest-priced offer. MBOs and controlling-shareholder take-private transactions are subject to separate TSE considerations. [1] [11]
Q8. May the target refuse to provide due diligence access to the acquirer?
There may be sound reasons to limit access because of trade secrets, personal data, competition law, contractual confidentiality or similar concerns. But a target should not use information denial simply to make a bona fide offer impossible to evaluate. Clean teams, staged disclosure, redaction and adviser-only access can often protect sensitive information while permitting meaningful review.
Q9. If the board opposes an acquisition proposal, can it stop the acquisition?
Board opposition and legal prevention of the acquisition are separate matters. The Guidelines emphasize shareholder intent in control matters. If the company considers a takeover response policy or countermeasure, it must separately assess Companies Act issues, TSE Rule 440 requirements, disclosure, transparency, secondary-market effects and respect for shareholder rights. [1] [9]
Q10. How did the May 1, 2026 tender offer reforms affect takeover response?
The reform changed the regulatory perimeter for control acquisitions, including by bringing certain on-market acquisitions that result in ownership above 30% within the tender offer regime. Portions of the 2023 Guidelines written against the former rules should therefore be read against the current tender offer framework. The latest statute, Cabinet Orders, Cabinet Office Orders and FSA materials should be checked for each transaction. [7]
Q11. What should a listed company prepare before any acquisition proposal is received?
The starting point is not a defensive device. The board should continuously understand corporate value, cost of capital, business portfolio, growth investment and any gap between market price and the company's own value assessment. It should then maintain a takeover-response playbook covering internal reporting, board convening, conflict checks, external advisers, special-committee assessment, information control, timely disclosure and a single channel for communications with potential acquirers.
About the Legal Update Series
SAKURA Law Office and Managing Partner Kenshiro Michishita publish the Legal Update series on corporate law, M&A and private equity, corporate governance, financial regulation and capital markets, cross-border transactions, international disputes, AI and technology, data protection, Web3, corporate crisis management and other legal topics that materially affect corporate decision-making. Each Update is based on statutes, court decisions, regulatory materials, exchange rules and other primary sources and is designed to connect legal analysis with board, management and transaction practice.
For further information, please see the profile of Managing Partner Kenshiro Michishita and the SAKURA Law Office official website.
How SAKURA Law Office Can Assist
SAKURA Law Office advises listed companies on the initial response to acquisition proposals, board decision-making, assessment of corporate value and acquisition price, comparison with standalone alternatives, information exchange and due diligence, confidentiality arrangements, engagement of legal and financial advisers, special-committee design, board minutes and committee opinions, timely disclosure and target-company opinions in tender offers. Advice can be structured across the Companies Act, Financial Instruments and Exchange Act, TSE rules and the Guidelines for Corporate Takeovers rather than treating any one source as a stand-alone answer.
Unsolicited acquisition proposals, activist stake-building and shareholder proposals, competing bids, takeover response policies and countermeasures, control contests, MBOs and controlling-shareholder transactions require conflict management and shareholder communication to be integrated with transaction structure. Where a board opposes an offer, selects a standalone plan, or chooses a proposal that is not the highest-priced offer, it is particularly important to build a record that permits later testing of the corporate-value comparison, execution assumptions, time value, risk and management commitments supporting the decision.
In ordinary times, listed companies can also prepare takeover-response playbooks, reporting lines to the board and independent directors, insider-information controls, capital-policy and business-portfolio reviews, shareholder and investor engagement protocols, and a roster of external advisers. SAKURA Law Office can work with management, independent directors, legal, corporate planning, finance, IR and other relevant functions to connect ordinary-time governance with an effective response when an acquisition situation arises.
Contact
SAKURA Law Office
Ark Hills South Tower 4F, 1-4-5 Roppongi, Minato-ku, Tokyo 106-0032, Japan
Managing Partner Kenshiro Michishita
Official website | Kenshiro Michishita — Profile | Contact form
Principal References
The numbered references in the text correspond to the materials below. Statutes, exchange rules, judgments, administrative guidance and practical recommendations have different legal status.
3. METI | Reconvening the Fair Acquisition Study Group (February 3, 2026; Japanese)
5. e-Gov Laws | Companies Act, Act No. 86 of 2005 (Japanese statutory text)
6. e-Gov Laws | Financial Instruments and Exchange Act, Act No. 25 of 1948 (Japanese statutory text)
8. TSE | Basic approach to response policies for takeovers (Japanese)
9. TSE | Listing-rule framework for response policies for takeovers (Rule 440; Japanese)
10. TSE | Practical cautions and prior consultation concerning takeover response policies (Japanese)
Disclaimer
This publication is intended to provide general information on responses by Japanese listed companies to acquisition proposals based on laws and public materials available as of October 7, 2026, including METI's Guidelines for Corporate Takeovers and related materials, FSA materials and TSE rules. It does not constitute legal advice or a legal conclusion with respect to any particular company, acquisition proposal, tender offer, countermeasure or other transaction. The appropriate response depends on the proposal, shareholder structure, director conflicts, transaction structure, listing market, regulatory approvals and other case-specific circumstances.
The Guidelines for Corporate Takeovers discussed here are not statutes equivalent to the Companies Act or the Financial Instruments and Exchange Act. They set out principles and best practices. References to them in this publication should therefore be understood separately from directors' statutory duties of care and loyalty, the tender offer and large-shareholding regimes, TSE listing rules and the Code of Corporate Conduct, and rules derived from court decisions. English materials issued by METI and other authorities may be reference translations; where the authority states that the Japanese original prevails, the Japanese text should be consulted for authoritative interpretation.
The tender offer regime, large shareholding reporting rules, foreign investment screening, competition law, exchange rules and related regulatory guidance may be amended. Before responding to a specific acquisition proposal, implementing or invoking a countermeasure, making disclosure or taking shareholder-meeting action, the latest statutes, Cabinet Orders, Cabinet Office Orders, regulatory guidance, Q&A, exchange rules and official publications should be confirmed, and transaction-specific advice should be obtained where appropriate.