The success of M&A may depend on how we manage the antitrust risks. Under competition laws of Japan and other major countries mergers are prohibited when they substantially restrain competition in any particular field of trade and M&A plans that meet certain conditions are required to be filed in advance. JFTC and foreign antitrust authorities generally require measures to mitigate the anti-competitive impact or may exclude the deal if they finally find substantial problems. The antitrust authorities place more importance on the economic substance on how the planned M&A affects the market than on the legal formality. Our economic experts are providing following services to assist communication between the authorities and parties in the M&A deals.
- Preliminary risk assessment – Analysis of risks that authorities intervene in the process or the review process prolongs due to finding that the M&A is anti-competitive
- Economic analysis for advanced consultation at JFTC – Analysis of market definition through SSNIP and other measures to assess substitution or competitive pressure in the market, analysis of product and geographical market definition, etc.
- Advisory to assist client’s communication with authorities – preparation of documents, assist Q&A with authorities, assist discussion on economic analysis with authorities, etc.
- Advisory to assist regulatory response in cross-border M&A – assist communication with foreign authorities and advisers, assist market research, etc.
- Advisory on problem mitigation measures – Proposal of effective and feasible measures and implementation scheme, monitoring trustee, etc.
- Other advisory services on antitrust matters – Analysis on reasonable surcharge or penalty on price fixing, ability-to-pay analysis, analysis of damage due to alleged price fixing, economic analysis on abuse oof superior bargaining position, etc.