Last Updated July 22, 2019

Law and Practice

Authors



Nagashima Ohno & Tsunematsu is one of the foremost providers of international and commercial legal services based in Tokyo. The firm has over 450 lawyers, including over 30 experienced foreign attorneys from various jurisdictions, and its overseas network includes offices in New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi and Shanghai, and collaborative relationships with prominent local law firms throughout Asia and other regions. The firm regularly advises leading power utilities, trading companies and investors on their energy projects as well as regulatory matters, and financial institutions on financing on those projects. The firm has dealt with a number of renewable power projects since the introduction of the feed-in tariff in Japan. The firm represented Tokyo Electric Power Company Group on establishing an alliance platform with Chubu Electric Power Co, Ltd in the fuel and power business (including the establishment of a joint venture company, JERA).

The Electricity Business Act regulates (i) the sale of a whole business, (ii) an amalgamation and merger, and (iii) a corporate split (collectively, 'Business Transfer'), which may be made by an operator of electricity business.

Under the Electricity Business Act, an operator of (i) Electricity Generation Business, (ii) Specified Electricity Transmission and Distribution Business or (iii) Electricity Retail Business may implement a Business Transfer at its own discretion, while an operator of (i) General Electricity Transmission and Distribution Business or (ii) Electricity Transmission Business may not implement a Business Transfer without the approval of METI, failing which, the Business Transfer will not take effect.

Further, the Electricity Business Act requires an operator of (i) General Electricity Transmission and Distribution Business or (ii) Electricity Transmission Business to make an ex ante notification to METI if it sells or disposes of the facility employed for its business. If METI considers that such sale or disposition adversely affects the operation of its business, METI may issue an order to change the terms of or surrender such sale or disposition.

A person who has acquired facilities used for electricity business must submit an ex post facto notification to METI under the Electricity Business Act.

The Act on the Regulation of Nuclear Source Material, Nuclear Fuel Material and Reactors (Act No 166 of 1957, as amended) provides that an operator of a nuclear plant may not implement (i) amalgamation and merger or (ii) corporate split without the approval of the Nuclear Regulation Authority (NRA). In addition, a person who intends to acquire a nuclear power plant must obtain the permission of the NRA before the transfer.

More generally, under the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade (Act No 54 of 1947, as amended), if merger, amalgamation, company split or transfer of business substantially restrains competition in a particular field of trade, the Japanese Fair Trade Commission (JFTC) may issue an order to forbid such actions or to change the terms of such actions.

http://www.nsr.go.jp/data/000067232.pdf (as of 1 March 2014 and further amendments are not reflected)

http://www.japaneselawtranslation.go.jp/law/detail/?ft=2&re=2&dn=1&yo=%E7%8B%AC%E5%8D%A0%E7%A6%81%E6%AD%A2&ia=03&ph=&x=0&y=0&ky=&page=2 (as of 1 April 2015 and further amendments are not reflected)

Nagashima Ohno & Tsunematsu

JP Tower
2-7-2 Marunouchi
Chiyoda-ku
Tokyo
Japan
100-7036

+81 3 6889 7000

+81 3 6889 8000

info@noandt.com www.noandt.com
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Authors



Nagashima Ohno & Tsunematsu is one of the foremost providers of international and commercial legal services based in Tokyo. The firm has over 450 lawyers, including over 30 experienced foreign attorneys from various jurisdictions, and its overseas network includes offices in New York, Singapore, Bangkok, Ho Chi Minh City, Hanoi and Shanghai, and collaborative relationships with prominent local law firms throughout Asia and other regions. The firm regularly advises leading power utilities, trading companies and investors on their energy projects as well as regulatory matters, and financial institutions on financing on those projects. The firm has dealt with a number of renewable power projects since the introduction of the feed-in tariff in Japan. The firm represented Tokyo Electric Power Company Group on establishing an alliance platform with Chubu Electric Power Co, Ltd in the fuel and power business (including the establishment of a joint venture company, JERA).

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