Shareholder and creditor protection in Japanese mergers

The eves of 'Kinkakuji' or the 'Temple of the Golden Pavillion' in Kyoto, rebuilt after its destruction through arson by a Buddhist acolyte in 1950 as described in the book by Yukio Mishima of the same name.

The Japanese Corporate Law (‘JCL’) includes measures allowing creditors or shareholders of the Ceasing or Surviving Companies in a Japanese merger to object to the merger along with mechanisms allowing the companies involved to resolve such objections.  This article describes these measures in more detail.

Procedures for the protection of creditors

Under JCL articles 789-2 and 799-2 the Ceasing and Surviving Companies of a merger are required to Read More

Steps in a Japanese merger

Autumnal flowers floating in drinking bowl in a Kyoto temple.

This article outlines the steps required to complete a Japanese absorptive merger involving one company (below the ‘Surviving Company’) taking over the assets and liabilities of a liquidating company (below the ‘Ceasing Company’ and collectively with the Surviving Company the ‘Companies’) under a process defined by the Japanese Corporate Law (the ‘JCL’).

Please see this article for more background to legal aspects of Japanese mergers and this article for an overview of merger taxation. Read More

Introduction to legal aspects of a Japanese merger

A leaf from a gingko tree, a Tokyo Minicipal symbol often depicted on railings or other street furniture.

A Japanese merger involves two or more companies becoming one company further to a defined process in the Japanese Corporate Law (below the ‘JCL’).  This article outlines legal aspects of the merger process as background for more detailed analysis of the Japanese tax treatment of mergers and other corporate reorganizations. Read More

Taxation of mergers

Tale from a zen koan

For many years I was looking for the ox. I was so stupid! In fact I found a Cow! - A attractive photo-montage illustrating a Zen Koan

This article is an outline of the taxation of Japanese corporate reorganizations, focusing on mergers and looking at the key criteria that will determine how Ceasing KK in the merger will be taxed.

Please also see this article for diagrams with an outline of Japanese merger transactions and this article with an overview of the accounting treatment of Japanese enterprise combinations.

This article Read More

Japanese accounting for mergers and other enterprise combinations

A mendicant Buddhist outside Ueno station.

A mendicant Buddhist outside Ueno station.

This article discusses how mergers, takeovers and similar enterprise combinations are accounted for in Japan.
The articles looks at which accounting standards apply, the different categories of enterprise combinations defined in those standards and finally how purchase accounting Read More

Mergers and qualification for tax purposes – flowchart

Merger criteria flowchart

The flowchart in this article outlines the criteria that determine whether or not a Merger is qualified for Japanese tax purposes. Where a merger is qualified for Japanese tax purposes then, in principle, the Merger is not treated as a taxable event and gains or losses, including the recognition of goodwill, that would otherwise be crystallised in the Ceasing Company in the Merger are deferred. Read More

Tax Controversy – authorities challenge merger qualification

News, information

Softbank’s reported results for the three month period ended 30 June 2010 included JPY26.4Bn in respect of an assessment to taxes raised on its subsidary, Yahoo Japan, received from the Tokyo Regional Tax Bureau (TRTB) on 30 June 2010.  Read More