Taxation of mergers and acquisitions in Japan, including cross-border triangular mergers

Japan's corporation tax laws introduced the first modern tax provisions for mergers, acquisitions and restructurings in the tax reform of 2001. Thereafter, through several tax reforms, with the last part taking effect on 1 October 2007, all the tax rules for mergers, acquisitions and restructurings were revealed this year. This article gives an overview of the complex tax rules applicable to various forms of mergers, acquisitions and restructurings. Specifically, the article discusses the taxes on mergers and corporate splits; the anti-avoidance and anti-inversion provisions; share-for-share exchanges and share transfers; contributions in kind; and stock acquisitions and the use of loss carry-overs.