ジョーンズ・デイ・ニュースレター：Japan Legal Update

On May 1, 2006, a new type of Japanese legal entity named the Godo Kaisha (GK) was born. Although it is commonly referred to as the Japanese LLC a GK differs from a US LLC in several important respects.

On September 17, 2024, the Financial Services Agency released the "Points to Note Regarding Disclosure of a Tender Offer" (the "Guidelines") with regard to prior consultations with the authorities on disclosure.

The Japanese economy ranks third in the world in terms of gross domestic product (GDP), but ranks 51st in TMF Group's Global Business Complexity Index 2022 – which ranks 77 jurisdictions...

Effective May 1, 2007, Japan’s new Company Law rules will allow foreign companies to use their shares in acquiring Japanese companies. While the new law and related regulatory changes are intended to facilitate cross-border M&A activity, non-Japanese acquirers interested in using triangular mergers will need to consider various business, tax and other legal issues when planning to pursue this type of transaction.

On August 31, 2023, the Ministry of Economy, Trade and Industry formulated and announced the Guidelines for Corporate Takeovers (the "Guidelines").

On 12 December 2014, Japan’s Financial Services Agency released and solicited comments on an exposure draft of a new corporate governance code to be made applicable to listed companies in Japan.

Draft of New Guidelines Published. On June 8, 2023, the Ministry of Economy, Trade, and Industry ("METI"), a Japanese government agency tasked with promoting economic vitality in the private sector...

The number of tender offers in Japan is on the rise, and the number of deals this year is expected to set a new annual record.

In Japan, there is no law that comprehensively covers ESG issues, but various laws regulate ESG-related matters.

Since the outbreak of the COVID-19 pandemic in 2020, there have been rapid deregulations in connection with requirements to use wet-ink signatures/seals in Japan...

The Code is voluntary, but it will likely become an important reference point for demonstrating compliance with Article 50 of the AI Act.

The Ninth Circuit Court of Appeals vacated a preliminary injunction against Perplexity AI, determining that when an AI agent acts at a user's direction, it is the user—not the AI company—who "accesses" computer systems under federal and California computer fraud statutes. This landmark appellate decision addresses how existing computer-access laws apply to agentic artificial intelligence and has significant implications...

The European Commission has proposed replacing the EU's three core procurement directives with a single, directly applicable Regulation that would fundamentally reshape how companies compete for public contracts across Member States. The reform introduces mandatory quality criteria thresholds, embeds ESG considerations as evaluation factors, and establishes new security and European-preference provisions that could restrict participation based on ownership, supply chain exposure, and strategic dependencies.

A federal court has struck down New York's Climate Change Superfund Act, which sought to recover $75 billion from fossil fuel companies based on historical emissions. The ruling found the Act preempted by the Clean Air Act, marking the first judicial decision on state climate superfund legislation and establishing that EPA's rescission of the endangerment finding does not alter preemption analysis.

The European Commission has initiated infringement procedures against 20 EU Member States for failing to transpose the EmpCo Directive by the March 27, 2026 deadline. This directive aims to combat greenwashing by requiring substantiation of environmental claims and third-party certification for sustainability labels, with full implementation expected by September 27, 2026.

Mexico's comprehensive anti-money laundering framework has undergone a sweeping transformation through Acuerdo 115/2026, introducing mandatory risk-based methodologies, enhanced client due diligence protocols, and automated monitoring requirements. With implementation deadlines beginning March 1, 2027, obligated parties conducting vulnerable activities face compressed timelines to overhaul their compliance infrastructure while navigating heightened enforcement risks and stricter beneficial ownership thresho

On December 3, a federal court in the Central District of California granted plaintiffs' request for preliminary approval of a proposed $22 million settlement ...

The European Commission has adopted final Guidelines on exclusionary abuses of dominance under Article 102 TFEU, introducing a "workable effects approach" that narrows presumptions while expanding guidance on objective justifications and recognizing sustainability benefits as valid efficiencies for the first time. These Guidelines replace the 2008 Enforcement Priorities Guidance and are expected to significantly impact enforcement practices across EU Member States and beyond, particularly for digital market

The IRS has proposed new regulations that would impose nondiscrimination requirements on private schools seeking to maintain their tax-exempt status under section 501(c)(3). These regulations would prohibit policies discriminating on the basis of race, color, or national or ethnic origin in admissions, financial assistance, and other school programs. The proposed rules raise important questions about how private schools can structure their programs while complying with federal tax law requirements.

On July 16, plaintiffs in a putative class action filed a motion for preliminary approval of their settlement agreement with a video game ...