Japan says companies can rebuff unsolicited bids amid takeover risk concerns, as corporate targets face a rising wave of unsolicited tender offers and new government guidance, industry lawyers and officials say.
The Ministry of Economy Trade and Industry issued guidelines after the Fair Acquisition Study Group reviewed takeover practices, and the guidance says boards should promptly consider acquisition proposals and give sincere consideration to good faith offers.
Lawyers report unsolicited bids have surged since the guidelines, forcing management teams to address complex legal and stakeholder issues, says Hideyuki Sakamoto, chief legal officer of Gibraltar Life Insurance and president of the Japan In-house Lawyers Association.
Clifford Chance partner Michihiro Nishi says banks and securities firms have grown more willing to advise strategic buyers on unsolicited offers, reflecting a shift from earlier reputational caution that once hindered tender offers.
Nishimura & Asahi partner Masaki Noda says advisory work for unsolicited bidders is increasing, and the firm has acted as counsel in some of the largest recent unsolicited deals.
Between 2012 and 2021 Japan recorded 476 tender offers, with unsolicited ones accounting for 3.8 percent, the METI figures show, compared with higher proportions in the US, UK and Germany and lower in France.
Recent high‑profile transactions include Dai-ichi Life Holdings’ USD2 billion unsolicited takeover bid for Benefit One from Pasona Group, a surprise competing bid that closed in March this year, lawyers say.
Clearance Case Highlights Regulatory Scrutiny
A separate case shows the scrutiny that foreign bidders can face, with Taiwanese electronics firm Yageo securing foreign investment clearance in Japan for a $740 million takeover of Shibaura Electronics, according to reporting by Rashid Baxter.
The clearance came after a rival investor argued national security concerns raised "serious doubts" about the transaction, a challenge that did not prevent approval, the report says.
Advisers warn that bidders must navigate accumulation of shares before a tender offer and potential needs to change deal structures, says Naoya Shiota of White & Case, while regulators and agents now play a larger role in both domestic and foreign unsolicited bids.
Overall, advisers and in-house teams say companies must prepare to evaluate offers quickly, develop defensive strategies, and communicate effectively with boards and shareholders when uninvited acquirers appear.
