"Overview and Implications of the Amendment Bill to Japan’s Foreign Direct Investment Regulations"

[⁠⁠Overview⁠⁠]
On March 17, 2026, a bill to amend Japan’s Foreign Exchange and Foreign Trade Act (FEFTA) was submitted to the Diet. The bill reflects the report released on January 7, 2026 by the Council on Customs, Tariff, Foreign Exchange and Other Transactions (an advisory body to the Ministry of Finance), which set out the direction of the upcoming amendments to Japan’s Foreign Direct Investment Regulations. For an overview of the report, please see the January 2026 issue of the Corporate / International Trade Law Newsletter.
The bill would introduce, among other things, (i) regulation of certain indirect acquisitions (e.g., acquisitions of shares in a foreign parent company that directly holds shares in a Japanese company) and (ii) call-in powers for certain investments in non-designated businesses. These measures could affect not only inbound investments into Japan, but also overseas M&A transactions where the target is not a Japanese company.
In addition, the bill is expected to enhance legal certainty by expressly codifying in the statute the framework for risk mitigation measures (clearance conditions), which had previously been implemented as a practice. It would also introduce additional provisions designed to prevent circumvention through investments by persons other than foreign investors. Further, the bill would establish a procedure for seeking the opinions of the Prime Minister, the Minister for Foreign Affairs, and the other relevant administrative authorities in the FEFTA review process, thereby paving the way for the creation of a Japanese CFIUS.
The report recommended differentiating the scope of the indirect acquisition regulations and the call-in regime between (i) Chinese-linked investors, sovereign wealth funds, and other investors likely to be treated as “High-Risk Foreign Investors,” and (ii) other investors. Although the bill does not expressly set out such distinctions, they may be addressed in subordinate legislation, including cabinet and ministerial ordinances.

In the webinar, we explain the contents of the bill and discuss its practical implications, as well as the likely direction of the cabinet and ministerial ordinances to be developed in light of the report.

We have recently distributed a newsletter on this topic⁠. Please refer to it here⁠: https://www.morihamada.com/en/insights/newsletters/136141

[⁠⁠Target Audience⁠⁠]
We warmly invite individuals to join us from corporations⁠, investment firms⁠, financial advisors⁠, consulting firms and financial institutions⁠, and attorneys affiliated with foreign law firms (⁠excluding attorneys practicing Japanese law⁠)⁠, as well as those involved in business divisions⁠, corporate planning⁠, international business⁠, and legal departments who have an interest in inbound investment practices in Japan⁠.
* Please kindly note that we may decline your registration if you are a student⁠.

[Seminar Duration]
About 35 minutes

[⁠⁠Notes⁠⁠]
* Free of charge⁠⁠.
* Although this webinar is being held for your informational purposes⁠⁠, please refrain from providing such information to others or quoting it to the press without our prior consent⁠⁠.