Nagashima Ohno & Tsunematsu | View firm profile
- Introduction
On July 22, 2025, the Tokyo Stock Exchange (the “TSE”) introduced revisions to its Code of Corporate Conduct with respect to management buyouts (“MBOs”) and controlling shareholder buyouts (the “Code”) to strengthen fairness and transparency in such transactions.
These changes impose enhanced disclosure obligations and procedural safeguards aimed at protecting minority shareholders in deals where company insiders or controlling shareholders seek to take a listed company private. This newsletter provides the context and motivations behind the revisions, as well as an overview of the revised Code.
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Author: Yusei Uji, Partner
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Yusei Uji is a corporate partner at Nagashima Ohno & Tsunematsu. He provides a wide range of legal advice primarily focused on M&A, corporate reorganizations, private equity investments, and corporate governance. With extensive experience in cross-border transactions, he handles M&A deals involving companies in the United States, Europe, and various Asian countries.