Main Developments in Competition Law and Policy 2025 – Japan

1.   Introduction

The year 2024 was marked by significant legislative activity in Japanese competition law, with the enactment of two critical pieces of legislation: the Act on the Protection of Specific Freelance Workers (the "Freelance Act") and the Act on Promotion of Competition for Specified Smartphone Software (the "Smartphone Software Competition Act"). Consequently, 2025 was a year focused on the implementation of these reforms and preparation for their enforcement. In the enforcement of the Antimonopoly Act, while there was significant intervention in digital markets, such as the cease-and-desist order against Google, the Japan Fair Trade Commission (JFTC) also published guidelines and case studies in new policy areas, including economic security, creator support, and the realization of a green society. These publications demonstrate an effort to enhance legal predictability for businesses.

2.   Policy Developments: Implementation of 2024 Legislative Reforms and New Regulatory Frameworks

The two key pieces of legislation enacted in 2024—the Freelance Act and the Smartphone Software Competition Act—heavily influenced enforcement activities in 2025.

The Freelance Act was established to protect gig workers and independent contractors. In March 2025, the JFTC undertook its first enforcement action under this Act, conducting intensive investigations into business operators in the game software, animation production, relaxation services, and fitness club industries. This resulted in the issuance of guidance to 45 business operators concerning corrections to contract documentation, ordering methods, and payment deadlines. These actions, based on Article 22 of the Act, represent the first concrete enforcement cases under the new legislation.

Regarding the Smartphone Software Competition Act, the designation of specified software providers occurred on March 31, 2025. However, given the law's recent enactment, no specific enforcement cases had emerged by the end of 2025. It is noteworthy that this legislation signifies a major shift in Japan's approach to digital regulation. Instead of relying solely on the Antimonopoly Act, Japan has introduced a sector-specific law to address competition issues within smartphone markets, reflecting a growing recognition that digital markets may necessitate tailored regulatory frameworks.

Furthermore, the Subcontract Act has undergone a rebranding. The term "subcontractor" has been replaced with "small and medium-sized entrusted business operators" to more clearly articulate the law's regulatory intent. From January 1, 2026, the official title of the act was changed to the “Act Against Delay in Payment of Fees, etc. to Small and Medium-sized Entrusted Business Operators in Manufacturing and Other Specified Fields,” also known as the “Act on Proper Transactions with Small and Medium-sized Entrusted Business Operators.” This change in terminology reflects a shift in the regulatory framework’s focus from the relationship between parties to the protection and promotion of fair transactions, a semantic alteration that may have implications for the law's interpretation and enforcement.

3.   Cases in 2025

3.1. Exclusionary Conduct by Single Firms

The Antimonopoly Act regulates exclusionary conduct by a single firm as "private monopolization" under Article 2(5). Conduct that does not rise to the level of private monopolization in terms of anticompetitive risk, or that involves different types of harm by a single firm, is prohibited under Article 19 as an unfair trade practice.

Unfair Trade Practice in the Android Smartphone Market: Cease-and-Desist Order against Google LLC

The cease-and-desist order issued against Google LLC on April 15, 2025, addressed exclusionary conduct by a dominant firm in the Android smartphone market. Google was found to have imposed multiple conditions on Android smartphone manufacturers when licensing the Google Play Store or sharing revenue from its general search services. These arrangements prevented certain Android smartphone manufacturers and mobile carriers from implementing search functionalities from competing general search service providers on their devices.

Specifically, Google imposed the following conditions:

1. Conditions under the licensing agreement: In exchange for licensing Google Play, Google required specified Android smartphone manufacturers to:

• Pre-install the "Google Search" app and place its widget and icon on the initial home screen.
• Pre-install Google Chrome, place its icon on the initial home screen, and not alter the browser settings from a state where Google's search function is selected.

2. Conditions under the revenue distribution agreement: In exchange for a portion of revenue from search advertisements, Google required certain Android smartphone manufacturers and mobile carriers to:

• Refrain from implementing, or allowing third parties to implement, search functionality from competing providers.
• Ensure that all search functionalities use Google's general search service.
• Position Google's search widget on the initial home screen.
• Set the default browser to Google Chrome, position its icon on the dock, and refrain from changing the browser's search settings.
• Set browser search settings to either use Google LLC's general search service or designate the mobile carrier's homepage.

The JFTC determined that this conduct constituted "trading on restrictive terms" under Article 19 of the Antimonopoly Act (Item 12 of the General Designation). By restricting competing search providers’ opportunities to have their search functionality implemented on Android smartphones, Google restrained competition in the general search service market. In this respect, the case is substantially parallel to cases in the United States. However, the Japanese cease-and-desist order does not address remedy design considerations, such as those arising from developments in generative AI, and instead simply prohibits the simultaneous imposition of the Mobile Application Distribution Agreement (MADA) and the Revenue Share Agreement (RSA).

Bundled Sales in the Medical Testing Equipment Market: Commitment Plan by Sysmex Corporation

A case in the medical testing equipment market involving Sysmex Corporation, resolved on February 13, 2025, addressed conduct constituting competitive restraints. The key issue was the bundled sales of medical testing equipment and the reagents used with it. Sysmex, holding a dominant position in the medical testing equipment market, required medical institutions purchasing its equipment to also purchase Sysmex-branded reagents. This bundling restricted competing reagent providers’ opportunities to supply their products to these medical institutions.

The JFTC determined that this conduct potentially constituted "bundled sales" under Article 19 of the Antimonopoly Act (Item 10 of the General Designation), as it excluded or reduced transaction opportunities for competing reagent manufacturers. The matter was resolved through the commitment procedure without a formal finding of a violation. The commitment plan submitted by Sysmex ensures that when the company supplies specified blood coagulation measurement devices, reagents from other manufacturers can be used, thereby preserving transaction opportunities for competing reagent manufacturers.

The Toyota Mobility Case (Tying)

Another notable case of exclusionary conduct involves tying arrangements. On April 10, 2025, Toyota Mobility Tokyo Co., Ltd. received a caution for conduct involving tying in connection with the sale of certain Toyota vehicles. Specifically, the company required customers purchasing these vehicles to also acquire or enter into contracts for the following:

•       Body coating services sold by Toyota Mobility Tokyo

•       Maintenance packages sold by Toyota Mobility Tokyo

•       Credit contracts with Toyota Finance Co., Ltd. (designated by Toyota Mobility Tokyo)

•       Trade-in of used vehicles through Toyota Mobility Tokyo

The JFTC issued a caution regarding this conduct, noting that it potentially violated Article 19 of the Antimonopoly Act (Item 10 of the General Designation for tying).

3.2. Concerted Conduct: Cartels and Bid-Rigging

The high incidence of bid-rigging and cartel cases observed in the previous year continued into 2025.

Proliferation of Bid-Rigging Cases: Cease-and-Desist Orders across Multiple Industries

A cease-and-desist order issued on September 24, 2025, against manufacturers of special-purpose vehicles and trailers addressed conduct where multiple manufacturers predetermined the successful bidder in public and private construction project bidding, thereby discouraging other participants from submitting bids. The JFTC determined this conduct constituted an "unreasonable restraint of trade" under Article 2(6) of the Antimonopoly Act and ordered the cessation of the conduct and the implementation of recurrence prevention measures.

Similar bid-rigging was identified in other industries. A cease-and-desist order against manufacturers of mechanical parking systems on March 24, 2025, addressed conduct in which multiple manufacturers predetermined the successful bidder for parking system installation projects.

Yamagata Livestock Association Veterinary Vaccine Bid-Rigging: A Particularly Interesting Case of Concerted Conduct

A particularly noteworthy case is the bid-rigging involving veterinary vaccines procured by the Yamagata Livestock Association, which was the subject of a decision on March 13, 2025. Three companies—Agro Japan, Odashima Shoji, and MP Agro—colluded to prevent price declines in bidding for African swine fever vaccines issued by Yamagata Prefecture and veterinary vaccines issued by the Yamagata Livestock Association. They achieved this by predetermining the successful bidder and agreeing that the unsuccessful bidders would cooperate to ensure the designated winner secured the contract.

The distinctive feature of this case lies in the method used to allocate the successful bids. For the African swine fever vaccines, the successful bidder was determined based on the proportion of expected annual contract amounts. For the other veterinary vaccines, the successful bidder was chosen based on the previous fiscal year's sales from the African swine fever vaccine contracts. This system allowed the companies to systematically predetermine successful bidders over multiple fiscal years to prevent price competition. The unsuccessful bidders submitted higher bids than the designated winner to ensure the scheme's success.

The JFTC determined that this conduct violated Articles 2(6) and 3 of the Antimonopoly Act (prohibition of unreasonable restraints of trade) and issued a cease-and-desist order and a surcharge payment order. This case involved both public and private procurement and demonstrated persistent bid-rigging across multiple fiscal years.

Other Bid-Rigging Cases

Other significant cases included a cease-and-desist order on June 23, 2025, against companies involved in projects related to the Tokyo Olympic and Paralympic Games, which addressed bid-rigging in large-scale public construction projects. Additionally, a cease-and-desist order was issued on May 14, 2025, against manufacturers of sesame oil and roasted sesame for price-fixing, where multiple manufacturers agreed on and adhered to common selling prices, constituting an unreasonable restraint of trade under Article 2(6) of the Antimonopoly Act.

These cases demonstrate the JFTC's continued focus on addressing competitive restraints in both public procurement and private transactions. The proliferation of bid-rigging cases, in particular, suggests that competitive mechanisms in public construction projects may not be functioning adequately.

3.3. Vertical Restraints

Vertical restraints encompass practices such as resale price maintenance, territorial or customer restrictions, and restrictions on sales methods.

Resale Price Maintenance

The JFTC issued cautions regarding resale price maintenance in several cases. For instance, Kyushu CCC Co., Ltd. received a caution on March 18, 2025, for specifying resale prices to retailers. This represents a typical case of resale price maintenance, where a manufacturer dictates the selling prices to its distributors.

An important development in 2025 was the approval of a commitment plan from Dunlop Tire Co., Ltd. on August 6, 2025. This case is significant because it marks the JFTC's acceptance of a commitment plan to remedy resale price maintenance conduct, rather than issuing a caution or a cease-and-desist order. Dunlop Tire had engaged in resale price maintenance for its SYNCHRO WEATHER all-season tires from October 2024 through April 2025. The company set suggested retail prices and then took steps to enforce them, such as prohibiting substantial discounts and listings on e-commerce malls. When retailers were found to be selling below the suggested price, Dunlop Tire requested that they comply and remove their online listings.

The JFTC determined this conduct potentially violated Article 19 of the Antimonopoly Act (resale price maintenance). Instead of pursuing a formal enforcement action, the JFTC accepted Dunlop Tire's commitment plan, which includes:

•       A board resolution confirming the cessation of the conduct

•       Notification to retailers and consumers

•       A future prohibition on similar conduct for all tire products

•       The establishment of antimonopoly compliance systems

•       Third-party monitoring and oversight

•       Annual reporting to the JFTC for five years

Trading on Restrictive Terms in Payment Networks: Commitment Plan by Visa

The commitment plan submitted by Visa Worldwide Pte. Limited on July 22, 2025, addressed vertical restraints by a payment network provider. Visa, which holds the largest share of credit card transaction volume in Japan, was suspected of conduct that violated Article 19 of the Antimonopoly Act (Item 12, Trading on Restrictive Terms).

The core of the issue lies in Visa's interchange fee structure and its transaction processing network. Visa sets default interchange fees, which are paid by an acquirer to an issuer, and offers a lower "preferential rate" when certain criteria are met. Historically, this preferential rate was available if sales data was transmitted within a certain number of days from either the date of purchase or the date of authorization. However, the date of authorization was determined using a "transaction identifier data" generated exclusively by Visa's own transaction processing network.

In February 2018, Visa altered its policy to apply the preferential rate “only” when data was transmitted within a certain number of days from the date of “authorization”, a change that was fully implemented in November 2021. This effectively meant that credit card companies using competing transaction processing networks—which could not generate the Visa-specific transaction identifier data—were no longer eligible for the preferential rates. Because many credit card companies, for operational reasons, use a single transaction processing network for each counterparty, this change created a strong incentive for them to switch to Visa's network to avoid the economic disadvantage of higher interchange fees. The JFTC found that this had, in fact, led certain credit card companies to switch from competing networks to Visa's network, thereby reducing transaction opportunities for Visa's competitors in the transaction processing network market.

To resolve these concerns, Visa submitted a commitment plan, which the JFTC approved. The key measures in the plan include:

• Restoring Fair Conditions: Visa will ensure that both types of preferential rates—one based on the date of purchase and the other on the date of authorization—are available to credit card companies, and will maintain substantial equivalency between them.
• Long-Term Implementation: These measures will be implemented and maintained for a period of five years.
• Compliance and Monitoring: The plan includes a board resolution, notification to all affected credit card companies, the establishment of a compliance program with codes of conduct and regular training, and monitoring of the implementation by an independent third party approved by the JFTC. This third party will report regularly to the JFTC.

Caution to Live Streamer Agencies: Vertical Restraints in Emerging Industries

The caution issued to live-streamer agencies on December 9, 2025, represents a significant case of vertical restraints in an emerging industry. Four live streamer agency operators included provisions in their management contracts that, for the purpose of deterring live streamers from switching to other agencies or becoming independent, prohibited them from engaging in live streaming activities for a specified period after contract termination, entering into management contracts with other agencies, or engaging in similar business activities.

The JFTC issued a caution, stating that this conduct potentially violated Article 19 of the Antimonopoly Act, specifically General Designation Item 12 (trading on restrictive terms) or Item 14 (interference with competitors' transactions). The case involves conduct by live streamer agencies that restricts the business activities of live streamers, making it difficult for competing agencies to acquire popular talent and for live streamers to establish their own agencies after contract termination. This enforcement action is aligned with the implementation of the Freelance Act and is based on the JFTC's creator support guidelines.

3.4. Abuse of Superior Bargaining Position

The regulation of abuse of a superior bargaining position under Japan's Antimonopoly Act is often viewed as a unique feature of the country's competition law framework. This regulation addresses situations where an imbalance of market power allows a firm in a superior bargaining position to impede the independent and free decision-making of its trading partners. The objective is to restore the foundations of competition by regulating conduct that undermines the autonomy of trading partners in situations where a level playing field does not exist. This approach reflects Japan's particular concern for fair transactions within supply chains and distribution networks.

Territorial and Customer Restrictions: Harley-Davidson Japan

The only case in fiscal year 2025 that resulted in a cease-and-desist order and a surcharge payment order for abuse of a superior bargaining position was against Harley-Davidson Japan Co., Ltd. The case involved the company imposing unreasonable annual retail sales targets and Retail Sales Outlet (RSO) settings on certain dealers and compelling them to comply, a violation of Article 19 of the Antimonopoly Act (Article 2(9)(5) – abuse of a superior bargaining position).

The specific violations were as follows:

Abuse of Superior Bargaining Position in the Retail Industry: Commitment Plan by Nishimuta

The commitment plan submitted by Nishimuta Co., Ltd. on September 5, 2025, addressed the abuse of a superior bargaining position in the retail industry. Nishimuta, holding a superior position over its trading partners, had imposed unfair trading conditions. The JFTC examined whether this conduct constituted an abuse of a superior bargaining position and accepted Nishimuta's commitment plan, which included the elimination of the unfair conditions and the establishment of fair trading practices and a consultation mechanism.

A significant trend in the JFTC's recent enforcement is the strategic use of the commitment procedure to secure remedies that include direct financial restitution for victims of anticompetitive conduct. This approach is exemplified by the commitment plan from Ropia Co., Ltd. (December 25, 2025), which also addressed an abuse of a superior bargaining position. The approved plan incorporates measures to provide monetary compensation to aggrieved suppliers, an outcome not achievable through conventional instruments such as cease-and-desist orders or surcharge payment orders. This case follows a similar resolution in Nishimuta, which also used the commitment procedure to secure financial redress for suppliers affected by an abuse of a superior bargaining position. The consistent application of the commitment procedure in this manner suggests a deliberate policy choice by the JFTC to use this tool to facilitate effective victim compensation, a trend that is expected to continue.

Abuse of Superior Bargaining Position by a Commercial Facility Operator: Caution to Atre

The caution issued to Atre Co., Ltd. on March 5, 2025, addressed the abuse of a superior bargaining position by a commercial facility operator against its tenant businesses. Atre had unilaterally changed the terms of its contracts with tenants, shifting a portion of the operating costs of the "JRE POINT" service to them, despite having previously agreed to bear these costs. The JFTC examined whether this conduct constituted an abuse of a superior bargaining position and issued a caution, addressing the unilateral imposition of unfavorable trading conditions.

Abuse of Superior Bargaining Position – The Shinmei Denzai Case

Another significant case in this category involves Shinmei Denzai Co., Ltd., which received a caution from the JFTC for abuse of a superior bargaining position. From April 2022 to July 2027, the company imposed unreasonable financial burdens on its suppliers, over whom it held a superior bargaining position. This included demanding financial contributions under the guise of "thank-you sale cooperation" and "cooperation fees" without providing any corresponding benefits to the suppliers. The JFTC determined that this conduct violated Article 2(9)(5) of the Antimonopoly Act and issued a caution to the company.

Specification of Abuse of Superior Bargaining Position in the Logistics Industry

On June 24, 2025, the JFTC released the results of its investigation into transactions between shippers and logistics operators, which clarified specific types of abuse of a superior bargaining position in the logistics industry. The JFTC identified seven problematic types of conduct, including unreasonable changes to payment terms, payment delays, and coercive price reductions. This guidance provides standards for businesses to assess whether their conduct violates the Antimonopoly Act. The document also revealed that 646 shippers had received cautions.

Large-Scale Caution in the Logistics Industry: Addressing Structural Problems

The principle of ensuring a foundation of free competition by regulating abuses of superior bargaining positions is further realized through more specific rules governing transactions between firms with particular relationships, such as the Subcontract Act. On December 23, 2025, the JFTC released the results of its investigation into transactions between shippers and logistics operators and issued corrective guidance to 530 companies for conduct potentially violating the Subcontract Act. The problematic conduct identified included coercive price reductions and unreasonable requests for economic benefits.

Additionally, the JFTC has identified the promotion of the appropriate transfer of labor costs to prices as a key issue. A special survey on the smooth pass-through of labor costs, released in December 2025, revealed that progress remains insufficient, particularly in service industry supply chains with multi-layered subcontracting structures.

3.5. Merger Review

Business combination (mergers and acquisitions) review remained a central function of the JFTC in 2025, reflecting ongoing industrial consolidation. The Commission approved multiple important business combinations, some of which were conditional upon measures to address competitive concerns.

Conditional Approvals: Addressing Competitive Concerns

The JFTC conditionally approved several business combinations. Among the largest was the integration of Imabari Shipbuilding and Japan Marine United. On November 18, 2025, the JFTC conditionally approved this merger between Japan's largest and second-largest shipbuilders, which had the potential to significantly increase concentration in the large vessel construction market. Concerns arose that group companies of the merging parties (downstream engine manufacturers) could obtain confidential information, but the JFTC approved the integration on the condition that measures would be implemented to prevent such access.

The integration of a major Japanese retailer, Aeon, and the drugstore chain Tsuruha Holdings was also conditionally approved on April 30, 2025. In certain drugstore markets, the JFTC found that competitive pressure was insufficient and there was a concern of a substantial restraint of competition. The parties proposed the transfer of one of the group's stores in certain markets to a third party as a principal condition, which the JFTC accepted.

First Actual Application of Green Guidelines: Kubota's Acquisition of Nippon Cast Iron Pipe

On March 27, 2025, the JFTC approved Kubota's acquisition of a 19.9% stake in a newly established manufacturing subsidiary of Nippon Cast Iron Pipe, subject to remedial measures. This case is significant as it represents the first application of the "Guidelines Concerning the Activities of Businesses, etc. Toward the Realization of a Green Society under the Antimonopoly Act" (Green Guidelines), published on March 31, 2023, in a business combination review.

The competitive concern was that the combined market share of the parties in the ductile iron pipe market would be approximately 70%. However, the JFTC approved the transaction based on an evaluation of its efficiencies.

• Efficiencies Specific to the Business Combination: The joint manufacturing of small-diameter ductile iron pipes would enable a switch from coke-fired cupola furnaces to electric furnaces, resulting in substantial reductions in carbon dioxide emissions. The capital relationship would facilitate the transfer of Kubota's know-how in electric furnace operation to Nippon Cast Iron Pipe, which lacked such experience, thereby accelerating the transition.
• Feasibility of Efficiency Improvements: The parties provided evidence that the electric furnace had been ordered and that manufacturing plans were underway. The anticipated carbon dioxide emission reductions were calculated based on methods established by the Ministry of the Environment.
• Increase in Consumer Welfare: Under the Green Guidelines, a substantial reduction in carbon dioxide emissions in the manufacturing process can be evaluated as an "improvement in quality." This allowed the JFTC to recognize an increase in consumer welfare, not just an environmental benefit.

Despite the high market share, the JFTC considered the ability of the other business operators to constrain the merging parties price (with an approximately 30% market share), competitive pressure from adjacent markets (polyethylene pipes), and the efficiency improvements, concluding that the transaction would not substantially restrain competition.

4.    JFTC's "Approaches" and "Case Studies": Improving Transparency and Predictability

In 2025, the JFTC published comprehensive guidance and case studies addressing complex policy areas and regulatory issues. These publications provided information regarding the JFTC's enforcement approach in specific areas and improved business predictability.

Compatibility of Economic Security and Competition Law

On November 20, 2025, the JFTC published its basic approaches and a case collection regarding the activities of business operators related to economic security under the Antimonopoly Act. This document included 15 hypothetical cases involving critical infrastructure, supply chains, and technology development. The document presents the JFTC's analysis of these hypothetical cases, which were developed in consultation with the Ministry of Economy, Trade and Industry and the Ministry of Land, Infrastructure, Transport and Tourism. The JFTC suggests the compatibility of economic security and competition law and provides specific guidance aimed at improving business predictability. In particular, when businesses engage in cooperative conduct out of national security necessity, they can now determine in advance whether such conduct would violate the Antimonopoly Act.

However, from a competition policy perspective, a point of caution is warranted. A potential conflict exists between industrial policy and competition policy regarding which products and services should be included as targets of economic security. It is necessary to monitor that the scope of non-application of the Antimonopoly Act is not carelessly expanded under the guise of economic security. While the JFTC's document suggests the compatibility of the two policy areas, the delineation between them may become a future issue.

Creator Support and Fair Transactions

On September 30, 2025, the JFTC published guidelines regarding fair transactions between performers and talent agencies, broadcasters, and record companies, and released a fact-finding report on transaction fairness for creator support. This document targeted the music, broadcasting, and entertainment industries. The JFTC emphasized the appropriate return of revenue to performers, the promotion of healthy activities by content industry participants, and transparency and fairness in transaction relationships. In terms of legal significance, the guidelines specified conduct that could potentially constitute an abuse of a superior bargaining position in transactions between performers and agencies, clarifying the application of Article 2(9)(5) of the Antimonopoly Act. The guidelines represent an important step toward improving transaction practices in the entertainment industry.

5.   Conclusion and Outlook

A notable feature of 2025 was the high number of cases involving the abuse of a superior bargaining position. In the digital domain, the most significant case was the cease-and-desist order against Google. As the new Smartphone Software Competition Act is implemented, there is considerable discussion about how digital markets will evolve through JFTC intervention. Some observers suggest that the deficiencies in the cease-and-desist order will be supplemented by this new legislation, a development that warrants close monitoring.

The JFTC has been remarkably active, publishing guidance and fact-finding reports on economic security, creator support, the logistics industry, and the generic pharmaceutical industry within this year alone. For an organization of its size, it is evident that the JFTC is conducting its work with a high degree of diligence and engagement.