The Guidelines primarily address transactions in which an acquiring party gains corporate control of a Japanese listed company. They apply to both solicited offers and unsolicited offers, as well as both cash deals and stock deals.

The Guidelines provide fundamental principles to ensure the fairness of procedures, disclosing information transparently, and considering the proposals seriously with the objective of enhancing corporate value.

The Guidelines lay out a code of conduct for the directors and boards of the target companies in response to acquisition proposals, based on the two fundamental premises that (i) “bona fide” proposals should deserve “serious consideration” by the boards and (ii) in accepting acquisition proposals, the boards should seek best available terms for the shareholders.

The Guidelines also set out a code of conduct for acquiring parties, focused on disclosing information and providing sufficient time for target companies to consider acquisition proposals. Acquiring parties should make appropriate disclosures, avoid distorting shareholder decision-making, and strive to enhance the legitimacy of their proposals.