Highest Price, Not Always the Best Offer: METI Clarifies Japan's Guidelines for Corporate Takeovers

4 August 2026

On 30 July 2026, Japan's Ministry of Economy, Trade and Industry (METI) published three new documents on the Guidelines for Corporate Takeovers: (i) the Interpretation of the Guidelines for Corporate Takeovers (the Interpretation1); (ii) the Key Points of the Guidelines for Corporate Takeovers (the Key Points2); and (iii) the Q&A on the Guidelines for Corporate Takeovers (the Q&A)3. These documents do not amend the 2023 Guidelines for Corporate Takeovers (the Guidelines)4, which remain in force unchanged. Instead, they close a gap between METI's original intent and how directors, boards and market participants have understood and applied the Guidelines since 2023. If you are a listed company, prospective acquirer, financial adviser or legal counsel relying on the Guidelines, the new materials clarify certain concepts that have been at the centre of recent public M&A disputes in Japan. These include the meaning of a "bona fide offer", how to assess "corporate value", and how boards should proceed when the proposal that best enhances corporate value differs from the proposal offering the highest price.

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