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The Working Group on Capital Market Regulations of Financial System Council’s Report — Insider Trading / Administrative Monetary Penalty System

The Working Group on Capital Market Regulations of Financial System Council (the “WG”) published, on December 26, 2025, its Market System Working Group Report , which summarizes the results of its deliberations.

Finance and Financial Institutions

Recent Joint Venture Practice – Forming a Joint Venture through a Company Split

As a recent trend in joint venture (JV) practice in Japan, it has become common to create a JV in a carve-out M&A transaction by carving out an existing business to a company and transferring the shares in the company to a JV partner. This article focuses on this structure, including from the perspective of a foreign JV partner.

M&A

Tokyo District Court’s New Framework for Global SEP Dispute Resolution

In January 2026, the Intellectual Property Divisions of the Tokyo District Court (TDC) published the "Procedural Protocols for Patent Infringement Litigation Involving Standard Essential Patents (SEPs)" (the "Protocols").

Intellectual Property

Outline of 2026 Tax Reform Plan

An outline of the 2026 Tax Reform Plan was approved by the Cabinet decision on December 24, 2025. We hereby provide a summary of significant amendments in the 2026 Tax Reform Plan which would affect especially foreign business.

Tax

Amendments to the PMD Act and Related Laws

On May 14, 2025, the Act Partially Amending the Act on Securing Quality, Efficacy and Safety of Pharmaceuticals, Medical Devices, etc. and Related Laws was enacted. The amended Act on Securing Quality, Efficacy and Safety of Pharmaceuticals, Medical Devices, etc. (the "amended PMD Act") and the amended Medical Care Act (the "amended Medical Care Act") are to be brought into force in stages, and part of the amendments has already come into effect as of November 20, 2025. The key points of the amendments are outlined below.

Life Sciences

Summary of the Act to Amend the Subcontract Act (Effective January 1, 2026)

The act to amend the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors (the "Subcontract Act"), which will be renamed to the Act Against Delay in Payment of Fees, etc. to Small and Medium-sized Entrusted Business Operators in Manufacturing and Other Specified Fields (the "Amended Act"), will come into effect on January 1, 2026. While the Subcontract Act had undergone numerous minor revisions through previous amendments, the Amended Act represents a comprehensive overhaul that is distinct from those prior revisions. It goes beyond merely altering the act's name, imposing significant changes that compel large procuring enterprises to review their practices and transform their operations.

Competition/Antitrust

Japan’s Major Topics of Energy and Natural Resources in 2025

Below is a brief description of the some of the key issues that have emerged with respect to Energy and Natural Resources in Japan during the year 2025:

Energy and Natural Resources