---
title: "JFTC merger control process"
aliases:
  - "jftc-merger-control-process"
  - "JFTC merger review"
  - "Japan antitrust merger notification"
  - "Japan competition law M&A"
  - "公正取引委員会 企業結合審査"
domain: "finance"
created: 2026-05-25
last_updated: 2026-07-29
last_tended: 2026-07-29
review_by: 2027-01-29
confidence: likely
tags: [finance, M&A, antitrust, competition-law, JFTC, gun-jumping, merger-control, regulatory]
status: active
sources:
  - "https://www.jftc.go.jp/en/legislation_gls/index.html"
  - "https://www.jftc.go.jp/en/policy_enforcement/mergers/index.html"
  - "https://www.jftc.go.jp/en/policy_enforcement/mergers/index_files/ThresholdforNotification.pdf"
  - "https://www.jftc.go.jp/en/policy_enforcement/mergers/191217002.pdf"
  - "https://www.jftc.go.jp/en/policy_enforcement/mergers/191217.pdf"
  - "https://www.jftc.go.jp/en/pressreleases/yearly-2024/index.html"
---

# JFTC merger control process

## Overview

JFTC (Japan Fair Trade Commission) merger control is the antitrust review route that may sit in parallel with the [[finance/japan-tender-offer-process|FIEA tender offer route]]. Prior notification is required only when an enumerated transaction form, the applicable domestic-sales thresholds, the voting-right or transferred-business test, and the absence of an exemption all point to filing. A transaction that is not notifiable can still be reviewed under the Antimonopoly Act (AMA). It belongs in [[finance/INDEX|finance]] because competition review may affect [[finance/cross-border-m-a-japan|cross-border M&A in Japan]] and [[finance/japan-acquisition-finance|acquisition-financed]] deals.

Read this page with [[finance/japan-mbo-and-squeeze-out-process|MBO and squeeze-out process]], [[finance/japan-activist-investor-playbook|activist playbook]], [[finance/japan-leveraged-buyout-economics|Japan LBO economics]], [[financial-licenses/securities-license-stack|securities license stack]], and the wider [[INDEX|FinWiki index]] for routing.

## Notification thresholds (post-2010 amendment)

Source: the table summarizes the JFTC's current one-page [Threshold for Notification](https://www.jftc.go.jp/en/policy_enforcement/mergers/index_files/ThresholdforNotification.pdf). The diagram, AMA, implementing rules, group definitions, domestic-sales calculation, transaction form, and intra-group or other exemptions must be tested for the actual filing date.

| Transaction form | Main notification threshold fields |
|---|---|
| Share acquisition | Acquirer group domestic sales exceed JPY 20 billion; target group domestic sales exceed JPY 5 billion; and the acquisition newly takes the acquirer group's voting-right ratio above 20% or 50%. |
| Merger | One participating company group has domestic sales exceeding JPY 20 billion and another has domestic sales exceeding JPY 5 billion. |
| Joint share transfer | One participating company group has domestic sales exceeding JPY 20 billion and another has domestic sales exceeding JPY 5 billion. |
| Company split | The applicable whole-business or substantial-business test is combined with the JPY 20 billion / JPY 5 billion or transferred-business sales threshold shown for that split form in the JFTC diagram. |
| Business or asset acquisition | The acquiring group domestic-sales test and the acquired whole or substantial business / fixed-asset sales test shown in the JFTC diagram apply; the commonly relevant acquired-business line is JPY 3 billion. |

Foreign-to-foreign transactions can be notifiable when the Japanese domestic-sales and transaction-form tests are met. Do not infer Japan filing status from another jurisdiction's filing test.

## Phase I / Phase II review

Source: the table follows the JFTC's [Policies Concerning Procedures of Review of Business Combination](https://www.jftc.go.jp/en/policy_enforcement/mergers/191217.pdf), [review guidelines](https://www.jftc.go.jp/en/policy_enforcement/mergers/191217002.pdf), and current [mergers hub](https://www.jftc.go.jp/en/policy_enforcement/mergers/index.html); voluntary consultation and information-response timing make actual duration case-specific.

| Stage | Statutory clock | What happens |
|---|---|---|
| Pre-notification consultation | Informal; no statutory completion clock | Voluntary meetings on filing scope, market definition, and evidence. |
| Notification filing | Day 0 | The notifying party files the form and supporting information; filing does not by itself imply a public case notice. |
| **Phase I waiting period** | **30 days** | The parties may not complete the notified transaction during the statutory period. JFTC may shorten the period; a request for reports or information moves the review onto the extended-review timetable rather than simply extending Phase I. |
| Phase II request for reports | Triggered by a request during review | JFTC's decision deadline is the later of 120 days from receipt of notification or 90 days from receipt of all requested reports. |
| Remedy discussion | If competition concerns arise | Parties may propose structural or behavioural measures; describe the actual commitment or JFTC decision rather than using the US term "consent decree." |
| Review outcome | Case-specific | JFTC may finish review without a cease-and-desist order, or may proceed toward an order if concerns are not resolved. Read the issued notice or case summary for the exact outcome. |

## Gun-jumping prohibitions

For a notifiable transaction, the relevant AMA provision bars completion during the statutory waiting period. Separate from that standstill, pre-closing coordination or information exchange can create ordinary cartel or unfair-trade-practice risk. Diligence should distinguish:

- completion of the notified share acquisition, merger, split, share transfer, or business acquisition before the waiting period ends;
- pricing, customer, supplier, output, or bid coordination between parties that remain independent competitors;
- access to competitively sensitive information beyond what is necessary for diligence and planning;
- operational steps that transfer control or integrate competing activities before closing.

Clean teams, outside-counsel filters, information barriers, and hold-separate covenants are possible risk controls, not universal JFTC requirements. Their design must match the transaction and also be kept analytically separate from [[finance/japan-fair-disclosure-and-insider-trading-controls|FIEA insider-information controls]].

## Public case-file route

Source: the JFTC's current [mergers hub](https://www.jftc.go.jp/en/policy_enforcement/mergers/index.html) links annual notification statistics and selected case summaries. Publication is selective and is not proof that every notification has a public case page.

| Public record | Reading rule |
|---|---|
| Annual notification statistics | Use for the stated fiscal year and definitions; do not infer an individual deal outcome. |
| Selected case summary | Use the parties, markets, competitive analysis, and measures exactly as published for that case. |
| Third-party information request | Treat as an information-gathering step, not a final outcome. |

## What to extract from a JFTC file

1. **Acquirer-group / target-group definition** — full ultimate-parent capture under AMA Article 10 of the Act
2. **Domestic turnover figures** — last-fiscal-year revenue, Japan-allocated
3. **Affected product markets** — JFTC market-definition methodology (SSNIP-adjacent)
4. **HHI and HHI-delta** — apply the horizontal, vertical, or conglomerate safe-harbor ranges exactly as stated in the current JFTC review guidelines; do not use one shorthand threshold for every theory of harm
5. **Remedies offered** — structural vs behavioral, monitoring trustee design
6. **Cross-jurisdiction parallel filings** — US HSR, EU EUMR, China SAMR, KFTC

## Research checklist

1. Identify any transaction-level adviser only from a named transaction filing or other dated deal document; an [[finance/japan-ib-league-table|IB league table]] does not prove the adviser on a specific transaction.
2. Pull the pre-notification consultation summary if published.
3. Map notification dates against the [[finance/japan-tender-offer-process|TOB timeline]] and record a JFTC condition precedent only when the filed offer documents contain one.
4. Read JFTC annual report for the year's enforcement priorities and Phase II-rate.
5. Check whether the deal also requires [[financial-licenses/securities-license-stack|sector-license]] approval (banking, telecom, energy).

## Related

- [[finance/INDEX]]
- [[finance/cross-border-m-a-japan]]
- [[finance/japan-tender-offer-process]]
- [[finance/japan-mbo-and-squeeze-out-process]]
- [[finance/japan-acquisition-finance]]
- [[finance/japan-leveraged-buyout-economics]]
- [[finance/japan-activist-investor-playbook]]
- [[finance/japan-fair-disclosure-and-insider-trading-controls]]
- [[financial-licenses/securities-license-stack]]
- [[INDEX|FinWiki index]]

## Sources

- JFTC: Antimonopoly Act guidelines and notification rules (English).
- JFTC: M&A review enforcement page and annual press releases.
- JFTC: current threshold diagram, review guidelines, procedure policies, annual statistics, and selected case summaries.