Publication of the draft amendments to the „Points to Note on Disclosure of Corporate Affairs, etc. (Guidelines for Disclosure of Corporate Affairs, etc.)“ (provisional English title) for public consultation

The FSA published a proposal to amend the „Points to Note on Disclosure of Corporate Affairs, etc. (Guidelines for Disclosure of Corporate Affairs, etc.)“ for public consultation.
This proposal is a response to the recommendation made in February 2022 by the „Working Group on Optimizing the Public Offering Price-Setting Process“ of the JSDA that IPO prices should be set outside the scope of preliminary pricing terms as a matter related to disclosure regulations. The proposed amendments aim to correspond with this recommendation by providing new guidelines for disclosure regulations for IPOs.
As a reminder, the Points to Note Regarding Disclosure of Corporate Affairs outlines the standards for interpreting and operating laws and regulations. The purpose of disclosure administration is to promote fairness in the issuance of securities and transactions of financial instruments, ensure smooth distribution of securities, and achieve fair price formation for financial instruments. Investors must receive relevant and accurate information that is easy to understand and not misleading. Additionally, it is necessary to ensure that investors make appropriate investment decisions that are not impaired by non-disclosure or disclosure based on subjective or inconsistent determination. Lastly, in rendering an adverse disposition, it is essential to study the propriety and content of the disposition from the viewpoint of public interest or protection of investors based on the purport of laws and regulations. It should not just be based on the provisions listed in the Cabinet Office Orders or the Guideline. The guideline does not intend to restrict the handling of matters within the scope of laws and regulations, but laws and regulations should be substantially interpreted and applied based on their purport.
The FSA is accepting public comments on the proposed amendments until 1 May 2023 at 5:00 p.m. (JST).