[Last updated: 1 January 2025, unless otherwise noted]

In recent years, the Japanese M&A market has continued to see a steady flow of public M&A transactions by way of tender offers. A tender offer is a public offer to acquire securities in a listed company from its shareholders. Most of the tender offers in Japan are conducted with the support of the target's board of directors and hostile offers are relatively uncommon in Japan. Having said that, since 2019, we have seen a rise in the number of hostile offers. This recent trend may be partly attributable to (i) the recent reform of the Corporate Governance Code (see 2.5 below), which has placed more pressure on listed companies to maximize value for shareholders, and (ii) a change in the perception of Japanese people against hostile offers, which were considered culturally taboo in the past.

Acquisition of Japanese listed companies by foreign strategic and financial investors is not uncommon. The rules for tender offers in Japan are well established but include very detailed and complicated regulations. The bidder is strongly recommended to consult local legal counsel when planning for an acquisition of a Japanese listed company.