Japan METI consultation on key points and Q&A for corporate takeover guidelines

We refer to the invitation from the Ministry of Economy, Trade and Industry (METI) to comment on the draft Key Points of Guidelines for Corporate Takeovers (“Key Points”) and the draft Q&A on the Guidelines for Corporate Takeovers (“Q&A”). We appreciate the opportunity to contribute our perspective.

Norges Bank Investment Management (NBIM) is the investment management division of Norges Bank — the Central Bank of Norway — and manages the Norwegian Government Pension Fund Global. As of 31 December 2025, we managed USD 2.11 trillion (JPY 329.27 trillion) in assets, of which USD 96.22 billion (JPY 15,012 billion) was invested in shares of 1,096 Japanese listed companies. Japan is our second-largest country allocation. The framework governing acquisitions of corporate control has been a consistent focus of our engagement with Japanese regulators, including our comments on METI’s original draft Guidelines in 2023 and on the Financial Services Agency’s revisions to the tender offer and large shareholding reporting rules that same year.

We understand METI’s perspective that it may be too soon to amend the 2023 Guidelines for Corporate Takeovers (“Guidelines”). We appreciate the clarification provided through the updated Key Points and Q&A. We welcome the restated principle that target company management should not use the concept of corporate value as a tool to defend against acquisitions it has not rigorously evaluated, as well as the restated principle that shareholders retain the final say on whether an acquisition proceeds, even where the board itself has not endorsed it. METI’s expectation that boards increase corporate value during the “normal phase”, as reflected in market capitalisation, is also important in supporting the Tokyo Stock Exchange’s “Action to Implement Management that is Conscious of Cost of Capital and Stock Price”.

At the same time, several passages in the draft materials risk widening, rather than narrowing, a target board’s discretion to resist bona fide, well-priced offers. Our detailed comments, and our recommendations for closing this gap, are set out in the Annex.

We believe the definition of corporate value itself should be revisited when the Guidelines are next amended. In the meantime, we highlight below the five recommendations we consider most important. Further detail on these, and on our other comments, is set out in the Annex.

In summary, we recommend that METI:

• Require the fair value of material non-operating assets, such as land and cross-shareholdings, to be included in corporate value - alongside discounted future cash flows, thereby reflecting the value these assets can unlock through restructuring;
• Require any qualitative corporate-value factor a board relies on — including a claimed harm to the interests of business partners — to carry a quantified, evidenced impact on future cash flows or the discount rate;
• Subject any divergence between the value-maximising and price-maximising proposal to independent verification, not board self-certification, and require a board recommending independence to explain how and when it will deliver superior value;
• Require boards to be majority independent as a matter of course, and special committees to be composed solely of independent directors, formed on a timely basis with their own independent advisers; and
• Extend the same discipline to takeover response policies and countermeasures that the Key Points already apply to corporate value.

We remain available to discuss any of the views expressed in this response and look forward to continued engagement on Japan's takeover framework.

Yours sincerely

Carine Smith Ihenacho
Chief Governance and Compliance Officer                                                    

Jeanne Stampe
Lead Policy Advisor