Problems relating to Trade and Investment on United States
20. Monopoly |
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Issue |
Issue details |
Requests |
Reference |
| (1) Obligations to submit Form F-4 upon Reorganisation by Exchange of Shares, etc. | - In acquisition of a target company by means of exchange of shares, even where the transaction takes place between the Japanese affiliated companies, unless the exclusionary provisions under the U.S. Securities Act apply, the acquiring company has obligations to file Form F-4 to the U.S. Securities Exchange Commission (SEC). Regardless of the accounting standards applied, in certain cases, Financial Statement must be prepared in accordance with the U.S. Generally Accepted Accounting Principles (US GAAP). This requirement is not only costly but gives a substantial impact on scheduling, and on occasions disables the agile reorganisation. | - (1) In principle, obligations to submit Form F-4 are exempted in the event of less than 10% substantive ownership by the U.S. acquiring party. It is requested that GOU deregulates the exemption requirements. For example, if the transactions are of small consequence to the acquiring group (if it is a simple company reorganisation under the Japanese law) or if the individual notification is given to the substantive owner in the U.S., submission of Form F-4 is exempted. (2) Obligations to submit Financial Statement prepared under the US-GAAP are exempted as to the Listed US Subsidiary (for example, if the Consolidated Financial Statement is prepared under the US-GAAP in the process of turning the listed US Subsidiary into a wholly owned US Subsidiary.) |
- Securities Act of 1933, Section 5(c) and its relevant SEC Regulation (mainly Rules Sec. 145, and Sec. 802) |
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