June 11, 2025
Japan Fair Trade Commission
Publication of the Merger Review Guidebook
Today, I would like to explain a new guidebook on merger review.
We are pleased to announce the publication of the Merger Review Guidebook, the first guidebook dedicated exclusively to explaining the merger review process. It is now available on the website of the Japan Fair Trade Commission (JFTC) (in Japanese only). This guidebook provides a clear and comprehensive overview of the JFTC’s approach to merger review — all in one place.
This guidebook aims to promote sound business practices and fair and free competition by enhancing public understanding of the key principles and important considerations in the merger review process.
Business combination—such as share acquisitions and mergers—are vital tools for business growth. They contribute to the creation of new value and help strengthen international competitiveness. The number of mergers has increased in Japan in recent years. However, the vast majority of these transactions do not raise concerns under the Antimonopoly Act. On the other hand, if a merger substantially restrains competition in the market, it can hinder the enterprises involved from achieving further growth through innovation. It may also cause harm to business partners and end consumers. For these reasons, such mergers are prohibited.
To prevent this, mergers that meet the notification thresholds are subject to a prior notification, allowing the JFTC to assess whether they are likely to substantially restrict competition. Therefore, it is essential for enterprises planning a merger to deepen their understanding of the relevant laws and cooperate with the JFTC’s merger review process. At the same time, we are committed to conducting the review in a transparent manner.
The guidebook provides a comprehensive overview of the merger review process, including the review criteria and procedural steps. It uses diagrams and plain language to make the content accessible, and also contains valuable information not only for companies, but also for professionals such as lawyers and accountants, as well as students and the general public. We encourage you to visit the JFTC’s website to view or download the guidebook.
Going forward, we will continue to provide clear and accessible information and promote dialogue-based engagement, while listening to feedback from stakeholders. Through these efforts, we aim to further enhance public understanding of the merger review process.
（Tentative translation）
