Merger Control in Japan: “In Informal Remedies We Trust”

Abstract

This article aims to shed light on Japan’s experience with merger remedies, i.e. the measures which companies take to obtain the Japan Fair Trade Commission’s approval of a deal that would otherwise harm competition. Japan’s system of ex ante merger control is the oldest in the world and remedies have played a key role in the system. Remarkably, the Japan Fair Trade Commission (JFTC) has never prohibited a merger and the system has now functioned for more than seventy years without any court intervention. The process through which remedies are negotiated and approved is informal and operates based on guidelines issued by the JFTC. This article argues that, although the system seems to grant the JFTC significant power and discretion, the JFTC has not used this power to extract far-reaching remedies. Instead, from the viewpoint of the companies involved, it has shown restraint and been pragmatic rather than principled.

Keywords: antitrust, competition law, merger control, Japan, remedies

JEL Classification: K21