Tokyo 2026 versus Hong Kong: who is hiring, at what pay, and which seats stay empty.

The Japan Federation of Bar Associations’ 2023 attorney-activity survey, excerpted in White Paper 2023, put median revenue at 15 million yen among 1,954 respondents and median profit at 8 million yen among 1,839, with 75th-term lawyers excluded as an incomplete year. Note 4 on the comparison table states that the year is the survey year and that income and profit are the previous year’s. It is a national mixed sample of solos, small firms and employed bengoshi. It is not a Tokyo Big Four lockstep, not a gaiben scale, and not an in-house salary survey.

Two dated instruments. They do not describe the same seat. A newly registered bengoshi reading the under-five-year median as an international-firm offer will underprice the US-scale office and overprice the national mixed sample. A chief legal officer using the same median to budget a listed-company head of legal will understate what a bilingual public-M&A counsel actually costs on the panel, and will still not have an in-house cash band — none is sourced here.

The Ministry of Economy, Trade and Industry formulated the Guidelines for Corporate Takeovers on 31 August 2023. On 30 July 2026 it published an Interpretation, Key Points and Q&A and stated that the 2023 Guidelines are maintained unchanged. A high price is not automatically the desirable proposal; corporate value is a discounted-cash-flow concept; boards may support the value-enhancing proposal over the highest price if they remain accountable to shareholders. Hiring consequence: mid-to-senior public-M&A bengoshi and listed-company general counsel through 2026 and 2027, including unsolicited-offer defense. Gaiben seats stay empty on Japanese-law board advice.

Recof, via MARR’s 2025 review, recorded 5,115 Japanese-company M&A deals and 35.7 trillion yen in calendar 2025, against 4,700 deals the year before. The split was IN-IN 4,086 deals / 11.2 trillion yen, IN-OUT 657 / 18.2 trillion yen, OUT-IN 372 / 6.2 trillion yen. First-half 2026, on the same Recof census, ran 2,647 deals (a record first-half count) and 18.2381 trillion yen, down 20.1 percent on value after 2025’s large outbound tickets: IN-IN 2,106, IN-OUT 309, OUT-IN 232. Domestic and inbound M&A bengoshi stay the 2026 demand line. Outbound is not the growing count. The Japan Fair Trade Commission accepted 458 merger notifications in FY2025 (1 April 2025 to 31 March 2026), up from 437 in FY2024 — a subset of that Recof census, not a second deal count.

Bain & Company, in a Tokyo press release on 29 June 2026 on its Japan Private Equity Report 2026, put 2025 exit value at a record 2.4 trillion yen, the fifth consecutive year of deal value above 3 trillion yen. Competitive take-privates in 2025 frequently involved premiums of 60 to 80 percent, on Bain’s characterization. That is a deal-value series, not a lawyer headcount. It is why a PE-backed inbound buyer still needs Tokyo TOB bengoshi after 1 May 2026, and why a gaiben partner stays on the English-law fund documents.

Tokyo Stock Exchange Growth continued-listing rules were amended on 8 December 2025; the market-cap test itself applies from 1 March 2030: 10 billion yen or more at fiscal year-end after five years from listing, against 4 billion yen after ten years. Tokyo Stock Exchange, in a 28 April 2026 update of its March 2023 cost-of-capital request, and in a Listing Department status PDF as of 31 July 2026, recorded Prime disclosure at 94 percent (1,464 of 1,551 companies, including “under consideration”) and Standard at 57 percent (887 of 1,559). Prime English disclosure has been an effort-plus-mandatory regime since 1 April 2025; issuers already listed on Prime before that date that filed the prescribed timing form took the mandatory rule from 1 April 2026. Bilingual timely disclosure is a 2026 in-house and capital-markets-bengoshi file. It is not a gaiben file.

JPX Monthly Headlines for December 2025 recorded 46 new listings on TOKYO PRO Market inside the 105 TSE total, about 40 percent of new listings from outside Tokyo, and four with initial market capitalization above 100 billion yen. HKEX Insight on 29 April 2026 put first-quarter 2026 Hong Kong IPOs at 40 and funds raised at HK$110.4 billion, against 17 IPOs and HK$18.7 billion in the first quarter of 2025. The 31 August 2026 HKEX report put the listed-company total at 2,761. Do not staff Tokyo 2026 as if it were Hong Kong ECM.

The Smartphone Software Competition Promotion Act went fully into force on 18 December 2025 after JFTC designations on 26 March 2025 of Apple Inc., iTunes K.K. and Google LLC. The Freelance and Business-to-Business Transaction Properization Act has been in force since 1 November 2024. The rewritten subcontracting statute has been in force since 1 January 2026. The Foreign Exchange and Foreign Trade Act inward-investment rewrite was promulgated on 5 June 2026 and comes into force within one year of promulgation. The Act on the Protection of Personal Information amendment was promulgated on 17 July 2026 and comes into force within two years. Those last two are ordinance-and-go-live windows, not an immediate associate spike, and they still do not fill gaiben chairs on Japanese filings.