June 24, 2026
Japan Fair Trade Commission
Establishment of the IP Transaction Guidelines
Today, I would like to explain two topics. First, I will talk about the “Guidelines Concerning Abuse of Superior Bargaining Position, etc. for Proper Transactions of Intellectual Property Rights, Know-how, and Data,” commonly known as the “IP Transaction Guidelines,” which were published today.
As I mentioned at a previous press conference, concerns have long been raised about practices in which intellectual property rights and know-how developed by SMEs and other businesses through repeated trial and error are obtained without compensation or at unreasonably low prices. Such practices may hinder innovation by businesses in a weaker bargaining position.
The government also recognizes that such intellectual property is a source of innovation. Accordingly, the Basic Policy on Economic and Fiscal Management and Reform 2025 states that the government will “conduct fact-finding surveys on infringement of intellectual property affecting SMEs and formulate guidelines under the Antimonopoly Act.”
Against this background, the JFTC, in cooperation with the Small and Medium Enterprise Agency (SME Agency) and the Japan Patent Office (JPO), convened the Working Group on Fair IP Transactions under the Study Group on Business Transactions. Since August 2025, the Working Group has held repeated discussions on ensuring fair transactions involving intellectual property.
In March 2026, the JFTC published the results of its fact-finding survey on transactions involving intellectual property rights and other related assets. Based on the survey and the discussions held by the Working Group I mentioned earlier, the JFTC, jointly with the SME Agency and the JPO, published the draft IP Transaction Guidelines and launched a public comment procedure.
The JFTC received 47 comments through the public comment process. Taking these comments into account, the JFTC finalized and published the IP Transaction Guidelines today.
The IP Transaction Guidelines aim to promote innovation by improving the trading environment for intellectual property rights and other related assets and enhancing literacy concerning such assets. Drawing on the combined expertise of the SME Agency and the JPO, the Guidelines set out a broad range of key considerations for IP transactions across all industries, as well as the JFTC’s views under the Antimonopoly Act.
The Guidelines include approximately 70 examples of conduct that may raise concerns under the Antimonopoly Act and approximately 50 practical examples for ensuring proper transactions. These concrete examples are intended to help businesses relate the issues to their own transactions. The Guidelines also provide useful supporting information, including model contracts and contact details for consultation and support services, and are therefore expected to serve as a practical tool for businesses in their day-to-day transactions.
To promote awareness and use of the Guidelines, the JFTC and other relevant organizations plan to hold briefings for businesses. Outreach activities will also be conducted through the IP Business Management Support Network, which brings together the JPO, the SME Agency, the Japan Patent Attorneys Association, the Japan Chamber of Commerce and Industry, and the National Center for Industrial Property Information and Training (INPIT), a JPO-affiliated organization that provides IP support services. To make the Guidelines more accessible, we have also released a leaflet and an explanatory video today. We hope that businesses will make use of these materials as well.
Going forward, the JFTC plans to conduct a follow-up survey based on the views under the Antimonopoly Act set out in the Guidelines and publish the results, with a view to ensuring the effectiveness of the Guidelines.
As a further step, the JFTC today launched a public comment procedure on proposed amendments to the operational guidelines and related rules under the SME Transactions Act, taking into account the Guidelines and other relevant considerations.
We hope that, as the Guidelines become widely known and followed, businesses will receive fair compensation for their intellectual property rights and know-how, enabling them to reinvest in further innovation and thereby creating a virtuous cycle.
That concludes my first topic.
Publication of the Status of Notifications Regarding Business Combinations and the Results of Reviews of Major Business Combinations in FY2025, and Amendment of the Business Combination Guidelines
Turning to the second topic, I will discuss the status of notifications and other matters relating to business combinations in FY2025, as well as the publication of major business combination cases and the review of the Business Combination Guidelines.
To ensure transparency in merger reviews and improve predictability, the JFTC has established the “Guidelines to Application of the Antimonopoly Act Concerning Review of Business Combination,” which we refer to as the “Business Combination Guidelines.” These Guidelines set out the JFTC’s approach to applying the Antimonopoly Act in merger reviews. The JFTC has also compiled and published, for each fiscal year, information on the status of notifications and other matters relating to business combinations, together with the results of its reviews of major business combination cases.
First, let me turn to the status of notifications and other matters relating to business combinations in FY2025. During the fiscal year, the JFTC accepted 458 notifications of proposed business combinations, up 4.8 percent from the previous fiscal year. This was the highest number since the current notification system was introduced in FY2010. Of the 458 notifications accepted, one case proceeded to a secondary review. Among the cases for which the JFTC completed its review, five were found to raise no issues under the Antimonopoly Act, subject to the implementation of remedies.
The publication covers 11 major business combination cases that the JFTC considers useful for businesses planning business combinations. In recent years, competitive pressure from overseas has increased, while the domestic market has continued to shrink, due in part to Japan’s declining population. Against this backdrop, the publication includes cases in which the JFTC found that the business combinations would raise no issues under the Antimonopoly Act after taking various competitive pressures into account, even though the parties would have held high market shares following the transactions. We hope that businesses planning business combinations will find these cases useful when considering what types of competitive pressure may be taken into account in merger reviews.
As these examples show, the JFTC has built up merger review cases that reflect the realities of the Japanese economy, including increasing competitive pressure from overseas and the shrinking domestic market. At the same time, there have been developments in other jurisdictions, such as the publication of proposed amendments to merger guidelines. In light of these developments, the JFTC is currently considering amendments to the Business Combination Guidelines. I would like to take this opportunity today to briefly explain the background to this review and our current thinking on the direction of the amendments.
On January 28 this year, the JFTC published a statement entitled “Proactive Development of Competition Policy for Promotion of Innovation.” I briefly introduced the statement at the press conference held at that time. As made clear in the statement, the JFTC’s competition policy is based on promoting fair and free competition and protecting the interests of consumers. As the domestic market faces a range of challenges, promoting innovation is essential to achieving sustainable economic growth and enhancing Japan’s competitiveness in the global economy. To this end, the JFTC will pursue competition policy with particular emphasis on creating an environment in which businesses can exercise their creativity and ingenuity to the fullest.
In amending the Business Combination Guidelines, we are considering amendments that would clearly reflect this direction of competition policy. Specifically, for example, we are considering stating that factors such as increased investment and the development of new products through the promotion of innovation may be regarded as procompetitive effects.
Changes in global economic conditions have also made it increasingly important to improve supply stability and environmental performance. We are therefore considering stating in the Business Combination Guidelines that improvements in these areas may also be taken into account as procompetitive effects.
We are also considering other amendments. These include stating that factors such as future import pressure, efficiencies and the promotion of innovation may be assessed over a longer time horizon. We are also considering amendments informed by experience gained from merger reviews to date, as well as by developments in other jurisdictions concerning amendments to their merger guidelines.
The specific amendments are still under consideration. As for the schedule, we are working toward launching a public consultation in mid- to late July.
（Tentative translation）
