Friday April 4 2025

News Source: Global Disclosures

Focus: Major Shareholdings

Type: General

Country: Japan




On March 14,2025 the Financial Services Agency compiled the proposed Cabinet Orders and Cabinet Office Ordinances pertaining to the 2024 amendments to the Financial Instruments and Exchange Act,

The Main changes are as follows:

(1) Review of the Tender Offer System

(a) Revision of the scope of transactions subject to the tender offer regime:

  •   The exemptions for purchases from tender offer regulations will be reviewed.
  •   The minimis threshold for the 30% rule will be set at less than 1% over a one-year period.

(b) Review of the scope of formal special related persons:

  •  With the introduction of in-market transaction regulations, parties with formal special relationships and officers of corporations with a special capital relationship to the acquirer will be excluded from the acquirer’s special capital relationship scope.

(c) Flexibility in tender offer procedures:

  •   The tender offer price may be reduced in cases such as when the target company pays dividends during the tender offer period.

(2) Revision of the Large Shareholding Reporting System

(a) Establishment of rules to promote dialogue between companies and investors
  • The amendment stipulates the specific content of “agreement for the exercise of individual rights,” which is one of the requirements for not being considered a “joint holder.”
  • The scope of important proposals, etc. will be clarified, such as by reviewing the content of proposals that fall under important proposals, etc.
(b) Establishment of rules for cash-settled equity derivative transactions
  • For cash-settled equity derivative transactions, the requirements for application of the large shareholding reporting system and the method for converting the rights related to such derivative transactions into the number of stock certificates, etc. will be established.