On 22 November 2025, the Japan Fair Trade Commission (JFTC), the Ministry of Economy, Trade, and Industry (METI), and the Ministry of Land, Infrastructure, Transport, and Tourism (MLIT) announced the publication of a “Casebook on Economic Security and the Antimonopoly Act” (Casebook). The Casebook compiles 15 hypothetical cases that may arise as a result of increasing economic security awareness in Japan. These cases include information exchanges with foreign firms on acquisition proposals, technology offers from foreign firms, joint procurement of critical raw materials with foreign firms and corporate mergers with foreign firms to enhance competitiveness. METI held a seminar on 12 December 2025 to explain each of the 15 cases covered by the Casebook.
The Casebook addresses industry concerns regarding potential violations of cartel regulations and merger controls under the Antimonopoly Act when companies collaborate for economic security purposes across their supply chains or within the same industries. In April 2025, the Expert Panel on Strengthening Industrial and Technological Foundations for Economic Security noted that, “it is necessary to organize and disseminate to industry the basic approach under the Antimonopoly Act to economic security-related business collaboration, including information exchanges and restructuring.” METI further notes that the economic security environment has become increasingly complex, and states that addressing risks that could undermine Japan’s autonomy and economic position (e.g., critical material supply chain disruptions and forced technology transfers) has taken on greater importance.
The JFTC provides its views on the following in the Casebook:
- Case 1: An overseas company proposes a business alliance or acquisition to a domestic company, and domestic companies exchange information on the proposal among themselves or through the relevant Japanese government ministries or industry associations.
- Case 2: Domestic companies possess superior technology and exchange information among themselves or through the relevant Japanese government ministries or industry associations on technologies that should be protected from leakage to overseas entities.
- Case 3: Domestic companies exchange information related to a joint application they are considering for anti-dumping measures against products being sold at low prices by overseas companies.
- Case 6: Supplies of raw materials critical to domestic manufacturers are disrupted due to significant changes in international conditions, etc., and domestic manufacturers exchange information on alternative and/or joint procurement sources, etc.
- Case 8: Domestic companies are unable to independently compete globally and jointly conduct product design, procurement and sales.
- Case 9: An overseas company proposes the acquisition of a domestic company that is among a limited number of domestic companies producing a material important to Japan’s economic security, and the domestic companies merge to maintain Japan’s autonomy and economic position.
- Case 12: The supply of a raw material critical to the manufacture of Product X by a domestic company is disrupted due to significant changes in international conditions, etc., and the domestic company merges with a domestic competitor that operates both manufacturing and recycling businesses for Product X.
- Case 15: Company A and Company B are conducting joint research and development based on Company A’s technology, and they agree that during the contract period and for a certain period after its expiration until the technology becomes obsolete, Company B will not engage in joint research and development in the same field with any other company (particularly overseas companies).
The views provided in the Casebook relate exclusively to Japan’s Antimonopoly Act. Global companies may therefore be concerned as to whether compliance efforts in Japan could raise issues under foreign law. METI notes the necessity of ensuring compliance with foreign competition laws and other regulations while expressing the view that the Casebook’s general framework is in many cases applicable to compliance with foreign competition law as well. Information exchanges often take place in overseas jurisdictions before joint ventures and corporate mergers, and this does not raise issues provided that certain measures (e.g., information barriers) are implemented. Nevertheless, METI further notes that the JFTC recommends that companies directly confirm compliance with the authorities in each country or region.
In addition, it was announced that there will be an update to the publication entitled, “Guidance on Measures to Prevent Technology Leakage” (Guidance), issued by METI in May 2025. The Guidance touches on measures to prevent technology leakage where Japanese companies engage in production and product development at overseas locations. These include removal of technical information by employees for purposes both legitimate and illegitimate and the loss of highly-skilled engineers. The planned update will include measures to prevent technology leakage where companies engage in joint research, development and/or procurement with domestic or overseas partners.
Finally, METI announced that it will soon publish the “Economic Security Management Guidelines” (Guidelines) summarizing actions company management is recommended to implement to enhance their companies’ autonomy and economic position. The Guidelines advise companies all along supply chains to share awareness of and implement initiatives to address economic security risks. Please contact the Tokyo Trade Team to learn more about the Casebook, the Guidance, the Guidelines or any other economic security-related topic.
