Articles
Lexology Panoramic Next – Private Equity 2025 Japan
(September 2025)
Yasuhiro Kasahara, Masaki Mizukoshi, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
Publication
Newsletters
Opening the Door to Using Stock as Consideration in Stock Acquisitions – 2018 Tax Reform and Amendment to the Industrial Competitiveness Enhancement Act –
- Publisher
- Nagashima Ohno & Tsunematsu
- Journal /
Book - NO&T Japan Legal Update No.13 (March, 2018)
- Reference
*Please note that this newsletter is for informational purposes only and does not constitute legal advice. In addition, it is based on information as of its date of publication and does not reflect information after such date. In particular, please also note that preliminary reports in this newsletter may differ from current interpretations and practice depending on the nature of the report.
I. Introduction
In Japan, stock is commonly used as consideration in an acquisition, but only when the acquisition takes the form of a merger (in Japanese, ‘gappei’) (including a triangular merger) or a share exchange (in Japanese, ‘kabushiki koukan’) (including a triangular share exchange). Stock is rarely used as consideration in other types of acquisition, such as a tender offer or a private sale of stock of a target company. This is for mainly two reasons: (i) capital gains tax implications, and (ii) certain restrictive requirements under the Companies Act (Act No. 86 of 2005, as amended).
In February 2018, the Japanese Cabinet proposed to the National Diet a combination of a tax reform and an amendment to the Industrial Competitiveness Enhancement Act (Act No. 98 of 2013, as amended) (the ‘Enhancement Act’); the combination of which is expected to clear these two hurdles for specific types of transaction that have been submitted to, and authorized by, the Ministry of Economy, Trade and Industry (‘METI’). The tax reform bills passed the Diet on March 28, 2018, while the amendment to the Enhancement Act remains under deliberation at the House of Representatives. These legislative developments are expected to open the door to the use of stock as consideration in acquisitions other than mergers or share exchanges.
Lawyers
M&A Related Publications
-
-
Newsletters
Tokyo Stock Exchange Tightens Rules on MBOs and Controlling Shareholder Buyouts: Enhanced Disclosure and Minority Protection
Yusei Uji
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Articles
Chambers Global Practice Guides Private Equity 2025 Japan – Trends & Developments
(September 2025)
Shuichi Nishimura, Yasuhiro Kasahara, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
New Risk-Based Licensing Framework: Enactment of Government Regulation No. 28 of 2025 (Indonesia)
Ichsan Montang, Valencia Wijaya (Co-author)
- M&A
- Mergers & Acquisitions
- Global Practice
Mergers & Acquisitions Related Publications
-
Articles
Lexology Panoramic Next – Private Equity 2025 Japan
(September 2025)
Yasuhiro Kasahara, Masaki Mizukoshi, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
Tokyo Stock Exchange Tightens Rules on MBOs and Controlling Shareholder Buyouts: Enhanced Disclosure and Minority Protection
Yusei Uji
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Articles
Chambers Global Practice Guides Private Equity 2025 Japan – Trends & Developments
(September 2025)
Shuichi Nishimura, Yasuhiro Kasahara, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
New Risk-Based Licensing Framework: Enactment of Government Regulation No. 28 of 2025 (Indonesia)
Ichsan Montang, Valencia Wijaya (Co-author)
- M&A
- Mergers & Acquisitions
- Global Practice
Finance Related Publications
-
Newsletters
The New Act on Security Interests by Assignment
Significant Changes to Security Interests over Movables and Receivables: Impact on Priority and Perfection RulesRyuji Oka
- Finance
- Banking
- Financial Regulations
- Securitization/Structured Finance/Trust
-
Newsletters
Proposed Amendment to the Share Buyback Regulation: To Boost Capital Market Competitiveness with More Flexibility (Thailand)
Yothin Intaraprasong, Theerada Temiyasathit (Co-author)
- Finance
- Capital Markets
- Global Practice
- Asia and Oceania
-
Newsletters
Roadmap for Statutory Corporate Disclosure of Sustainability Information in Japan
Yuichi Miyashita, Miho Susuki (Co-author)
- Finance
- Capital Markets
- Infrastructure/Energy/Environment
-
Newsletters
Legal Considerations for Data Center Development and Operation Project (2) – The Nature of Customer Contracts, Permits and Licenses, and Power Procurement –
Makoto Saito, Shinichiro Horaguchi, Yoshihisa Watanabe, Ramsay Randall (Co-author)
- Real Estate and REITs
- Real Estate Transactions
Capital Markets Related Publications
-
Newsletters
Proposed Amendment to the Share Buyback Regulation: To Boost Capital Market Competitiveness with More Flexibility (Thailand)
Yothin Intaraprasong, Theerada Temiyasathit (Co-author)
- Finance
- Capital Markets
- Global Practice
- Asia and Oceania
-
Newsletters
Roadmap for Statutory Corporate Disclosure of Sustainability Information in Japan
Yuichi Miyashita, Miho Susuki (Co-author)
- Finance
- Capital Markets
- Infrastructure/Energy/Environment
-
Newsletters
Mergers of Private REITs in Japan
Takashi Itokawa, Takahiro Kitagawa (Co-author)
- Real Estate and REITs
- Real Estate Investment/Real Estate Securitization
-
Newsletters
Equity finance by Japanese listed companies through third-party allotment pursuant to an equity program (PIPEs)
Motoki Saito, Gaku Oshima, Yuta Kawamura (Co-author)
- Finance
- Capital Markets
Corporate Related Publications
-
Newsletters
Draft Revised Guidelines on Beneficial Ownership Disclosure (Philippines)
Patricia O. Ko
- Corporate
- General Corporate
- Global Practice
-
Newsletters
Malaysia’s Cross-Border Insolvency Bill 2025: Restructuring Without Borders
Yuan Yao Lee
- Corporate
- General Corporate
- Restructuring and Insolvency
-
Newsletters
Tokyo Stock Exchange Tightens Rules on MBOs and Controlling Shareholder Buyouts: Enhanced Disclosure and Minority Protection
Yusei Uji
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
Huge Fines Imposed by Thailand’s PDPC: A Major Alert on Data Privacy Violations (Thailand)
Shunsuke Minowa, Poonyisa Sornchangwat (Co-author)
- Corporate
- General Corporate
- Data Protection and Privacy
General Corporate Related Publications
-
Newsletters
Draft Revised Guidelines on Beneficial Ownership Disclosure (Philippines)
Patricia O. Ko
- Corporate
- General Corporate
- Global Practice
-
Newsletters
Malaysia’s Cross-Border Insolvency Bill 2025: Restructuring Without Borders
Yuan Yao Lee
- Corporate
- General Corporate
- Restructuring and Insolvency
-
Newsletters
Tokyo Stock Exchange Tightens Rules on MBOs and Controlling Shareholder Buyouts: Enhanced Disclosure and Minority Protection
Yusei Uji
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
Huge Fines Imposed by Thailand’s PDPC: A Major Alert on Data Privacy Violations (Thailand)
Shunsuke Minowa, Poonyisa Sornchangwat (Co-author)
- Corporate
- General Corporate
- Data Protection and Privacy
Tax Related Publications
-
Articles
Lexology Panoramic – Tax on Inbound Investment 2026 Japan
(September 2025)
Kenji Horiuchi, Kaito Mori (Co-author)
- Tax
- Tax Advice and Planning
-
Articles
Taxand Global Transfer Pricing Guide 2025 – Japan
(May 2025)
Takashi Saida
- Tax
- Tax Advice and Planning
-
Articles
Chambers Global Practice Guides Tax Controversy 2025 Japan – Law & Practice
(May 2025)
Koichiro Yoshimura
- Tax
- Tax Advice and Planning
- Tax Controversy
-
Articles
Chambers Global Practice Guides Tax Controversy 2025 Japan – Trends & Developments
(May 2025)
Shigeki Minami
- Tax
- Tax Advice and Planning
- Tax Controversy
Tax Advice and Planning Related Publications
-
Articles
Lexology Panoramic – Tax on Inbound Investment 2026 Japan
(September 2025)
Kenji Horiuchi, Kaito Mori (Co-author)
- Tax
- Tax Advice and Planning
-
Articles
Taxand Global Transfer Pricing Guide 2025 – Japan
(May 2025)
Takashi Saida
- Tax
- Tax Advice and Planning
-
Articles
Chambers Global Practice Guides Tax Controversy 2025 Japan – Law & Practice
(May 2025)
Koichiro Yoshimura
- Tax
- Tax Advice and Planning
- Tax Controversy
-
Articles
Chambers Global Practice Guides Tax Controversy 2025 Japan – Trends & Developments
(May 2025)
Shigeki Minami
- Tax
- Tax Advice and Planning
- Tax Controversy
