Changes To Japan’s Pre-Merger Notification System Become Effective

On January 1, 2010, amendments to the Japanese Anti-Monopoly Act (the "AMA") that substantially revise Japan's pre-merger notification system came into effect.¹  Although the amendments do not alter the legal standards under which the Japan Fair Trade Commission ("JFTC") evaluates proposed transactions, they have changed the AMA to:

• Require a pre-closing notification for certain acquisitions of voting securities
• Revise the pre-merger notification thresholds
• Modify the requirements for the acquisition of voting securities by partnerships

1.     Pre-Closing Filings For Acquisitions Of Voting Securities 

Under the old AMA notification regime, corporate transactions involving the acquisition of voting securities required only a post-closing filing.  The new amendments change this structure and, for the first time, require a pre-closing filing when an acquisition would cause the purchaser to cross ownership thresholds of either 20% or 50% of the voting