On 31 August 2023, the Ministry of Economy, Trade and Industry (METI) of Japan issued “Guidelines for Corporate Takeovers – Enhancing Corporate Value and Securing Shareholders’ Interests –” (the “Guidelines”) following the discussions in the expert study group over nine months since November 2022 and a public consultation process.

The purpose of the Guidelines is stated as being to present principles and best practices that should be shared with the economic community to develop fair rules regarding M&A transactions, with a focus on how parties should behave in the context of acquiring corporate control of a listed company. The Guidelines are intended to present principles and best practices as so-called soft law, and do not have a legally binding nature, nor do they intend to respond to violations by imposing penalties. However, it is expected that, just as the “Fair M&A Guidelines – Enhancing Corporate Value and Securing Shareholders’ Interest – ” published by the same Ministry in 2019 have been widely respected and have influenced practice and judicial decisions in privatisation (take-private) transactions in Japan, the Guidelines are also expected to be respected and become a code of conduct for all parties concerned to establish a fair and trustworthy M&A market in Japan.