The Q&A on the Guidelines for Corporate Acquisitions, published on 30 July 2026, clarified the criteria for seriously reviewing acquisition proposals and how corporate value should be viewed.
On 30 July 2026, the Ministry of Economy, Trade and Industry published a Q&A in light of the possibility that the intent of the Guidelines had not been fully understood. Focusing on how parties should act in acquisitions aimed at obtaining control of a listed company's management, the Q&A sets out the status of best practices and clarifies points of uncertainty in interpretation.
The Q&A clarified that a desirable acquisition means one that contributes both to corporate value and to the common interests of shareholders. A high acquisition price alone does not make an acquisition desirable; the standard is whether it achieves both an increase in corporate value and the protection of shareholder interests.
Regarding the concept of corporate value, even where qualitative value is at issue, factors such as the effects on employees' and business partners' interests and sustainability considerations may be included in the assessment when they can reasonably be expected to affect future cash flows or the discount rate.
The board should seriously review acquisition proposals that satisfy the 3 elements of specificity, legitimacy of purpose and feasibility. After receiving a proposal, it should submit and report the matter appropriately and consider, under broad discretion, whether to accept the acquisition.