Capital Markets - Japan Compliance

Japan Compliance

Capital Markets

A collection of 9 posts

Summary slide illustrating the legal roadmap for U.S. investment in Japanese startups and IPOs, highlighting FEFTA, FIEA, and governance checkpoints.

A Legal Framework for U.S. Investment in Japanese Startups and IPOs

Learn how U.S. investors can navigate FEFTA, the Companies Act, and Japan’s IPO rules to invest in startups and list on the Tokyo Stock Exchange.

Infographic summarizing IPO, Direct Listing and SPAC options for going public in Japan—process flow, costs, timing, dilution and regulatory status.

Going Public in Japan: IPO, Direct Listing & SPAC Compared – 2025 Practical Guide

Compare IPOs, direct listings and SPAC mergers for entering Japan’s capital markets: process, costs, timing, dilution and the latest regulatory status in 2025.

Infographic summarizing Japanese startup share classes—common vs. preferred, key rights and investor considerations in one slide.

Understanding Classes of Shares in Japanese Startups: A Deep Dive for Investors

Learn how Japanese startups structure common and preferred share classes, including liquidation preferences, anti‑dilution, redemption and governance rights—essential reading for venture investors entering Japan.

Slide summarizing Japan IPO roadmap—pre-IPO governance, TSE examination, book-building pricing, alternative listings, and post-listing governance obligations.

Capital Markets

Initial Public Offerings (IPOs) in Japan: Strategies for U.S. Companies & Investors

TL;DR A Japanese IPO grants access to deep capital, brand prestige, and strategic partners—yet demands rigorous governance, J-SOX readiness, and mastery of TSE/FIEA rules. This guide maps the full journey: pre-IPO cleanup, TSE examination, book-building price tactics, alternative listing routes, and post-listing duties—equipping U.S. issuers

Summary of Japan tax-treaty dividend holding-period rules, 2022 Tokyo District Court ruling, and compliance checklist for U.S. multinationals

Dividend Withholding in Japan: Do You Meet the 6-Month Treaty Holding-Period Rule?

TL;DR * Japan’s bilateral tax treaties can slash dividend withholding tax, but parent companies must often meet strict share-holding-period tests. * A 2022 Tokyo District Court case on the Japan–Luxembourg treaty shows how Japanese courts calculate the six-month period—looking to the end of the subsidiary’s fiscal year,

Slide summary: post-2024 enforcement—existing TOB/LSR penalties, no private injunctions, rising fines

Securities Regulation

Enforcement Trends in Japanese M&A: Takeover Bids and Shareholder Disclosures Post-2024 Reform

TL;DR: After Japan’s 2024 FIEA reform, enforcement of takeover-bid (TOB) and large-shareholding (LSR) rules still relies on the pre-existing toolkit—administrative fines, corrective orders, and rare criminal cases—despite louder calls for private injunctions and voting-right suspensions. Early signs show regulators using penalties more aggressively, but true deterrence

Slide summary: Japan 2024 LSR reform—3 % threshold, 3-day filing window, derivative aggregation

Securities Regulation

Japan Tightens Shareholder Transparency: What the 2024 Large Shareholding Report Reforms Mean for Investors

TL;DR: Japan’s 2024 amendment cuts the Large Shareholding Reporting (LSR) threshold from 5 % to 3 %, shortens the filing window to three business days, and expands derivative and joint-holder coverage. Global investors must upgrade monitoring systems and prepare for real-time disclosure. Table of Contents 1. Introduction: Why LSR Reform

Slide summary: 2024 FIEA update—30 % MTO trigger, inclusion of market buys, abolished rapid-purchase rule

Securities Regulation

Mandatory Tender Offers in Japan: Expanded Scope and Implications Under the 2024 FIEA Amendments

TL;DR: The 2024 FIEA amendment extends Japan’s mandatory tender-offer (MTO) trigger to on-exchange purchases that push a buyer over 30 % of voting rights, closing the “market-sweep” loophole. It also abolishes the rapid-purchase rule and tightens disclosure—bringing Japan closer to global norms while retaining its pre-emptive bid model.

Slide overview: Japan 2024 FIEA reforms—30 % TOB trigger, 3 % LSR threshold, expanded derivative disclosure

Securities Regulation

Navigating Japan's 2024 FIEA Reforms: Key Changes to Takeover Bids and Large Shareholding Reports

TL;DR: Japan’s 2024 FIEA amendment closes the “market-sweep” loophole by counting on-exchange purchases toward a new 30 % mandatory-TOB trigger, lowers the Large Shareholding Reporting (LSR) threshold to 3 %, and widens derivative and joint-holder disclosure. Enforcement remains modest, but transparency requirements now align more closely with global standards. Table