Mergers, reorganisations, business combinations

This page brings together posts and other resources related to business combinations and other corporate reorganisations in Japan.   In addition to tax issues in due course the site will include accounting, legal and other practical aspects of business combinations in Japan and look Japanese tax aspects of outbound investment.

Japan has seen a number of important developments in accounting for business combinations as part of Japan’s convergence with IFRS. These are discussed in the post below.

This area will be the focus for articles for this site in August and September 2010 so please keep your eyes open.

Articles on business combinations and reorganisations

Case Study: Japanese companies incorporating an overseas branch

Case Study: Japanese companies incorporating an overseas branch

03/06/2011 • The Japanese tax rules related to the taxation of corporate reorganisations (discussed here) can be applied, with some modification and...Read More

Shareholder and creditor protection in Japanese mergers

Shareholder and creditor protection in Japanese mergers

02/07/2011 • The Japanese Corporate Law (‘JCL’) includes measures allowing creditors or shareholders of the Ceasing or Surviving Companies in a Japanese...Read More

Steps in a Japanese merger

Steps in a Japanese merger

12/11/2010 • This article outlines the steps required to complete a Japanese absorptive merger involving one company (below the ‘Surviving Company’) taking...Read More

Introduction to legal aspects of a Japanese merger

Introduction to legal aspects of a Japanese merger

12/10/2010 • A Japanese merger involves two or more companies becoming one company further to a defined process in the Japanese Corporate...Read More

Impairment losses on shares in a subsidiary

Impairment losses on shares in a subsidiary

09/30/2010 • This case concerns a Japanese company which claimed a deductible impairment loss on shares in a recently acquired US subsidiary...Read More

Nin'i kumiai - Japanese civil code partnerships

Nin’i kumiai – Japanese civil code partnerships

09/28/2010 • The Japanese Civil Code (‘CC’) defines the Japanese partnership form, the Nin’I Kumiai.  Not to be confused with the Tokumei...Read More

Contributing assets for shares

Contributing assets for shares

09/09/2010 • A common transaction in a group reorganization is the contribution by a company of assets other than monetary assets in...Read More

Taxation of mergers

Taxation of mergers

08/28/2010 • This article is an outline of the taxation of Japanese corporate reorganizations, focusing on mergers and looking at the key...Read More

Joint venture formation and enterprise combination accounting

Joint venture formation and enterprise combination accounting

08/28/2010 • This article consists of a flowchart which applies the criteria used to determine whether or not an enterprise combination...Read More

Japanese accounting for mergers and other enterprise combinations

Japanese accounting for mergers and other enterprise combinations

08/28/2010 • This article discusses how mergers, takeovers and similar enterprise combinations are accounted for in Japan. The articles looks at which...Read More

Mergers, corporate splits - outline diagrams

Mergers, corporate splits – outline diagrams

08/26/2010 • This article consists of three diagrams illustrating three classes of Japanese corporate reorganisation transactions, Mergers, Triangular Mergers and Corporate Splits. Please...Read More

Mergers and qualification for tax purposes - flowchart

Mergers and qualification for tax purposes – flowchart

08/16/2010 • The flowchart in this article outlines the criteria that determine whether or not a Merger is qualified for Japanese tax...Read More

Japan 2010 tax reform - deferral of tax on intra group transactions

Japan 2010 tax reform – deferral of tax on intra group transactions

06/22/2010 • This post outlines the rules introduced in the Japanese 2010 tax reform that allow sales of certain assets to be...Read More

M&A - allocating price to intangible assets

M&A – allocating price to intangible assets

06/04/2010 • This post reviews principles behind allocating cost to intangible assets under Japanese purchase accounting for business combinations. As part of Japan's convergence with International Financial...Read More

Japanese M&A accounting and IFRS convergence

Japanese M&A accounting and IFRS convergence

04/26/2010 • This article includes a summary of the most recent changes to Japanese accounting standards relating to enterprise combinations which were...Read More