Silviase/jgov_v1.4_full_ann huggingface dataset:
deal with its competitor, reduces the competitor’s business opportunities and prevents the competitor from easily finding alternative trading partners, and, with a view to ensure the effectiveness of such conduct, refuses to deal with distributors not complying with this request (this conduct also falls under Paragraph 11 (Trading on Exclusive Terms) of the General Designation);

(ii) an influential material manufacturer in a market, in an attempt to prevent a finished product manufacturer from manufacturing by itself some of materials supplied by the material manufacturer to it, stops its supply to the finished product manufacturer of main materials which have been being supplied by the material manufacturer to the finished product manufacturers; or

(iii) an influential material manufacturer in a market, in an attempt to exclude competitors of its customer (more specifically, an enterprise which has a close relation with the material manufacturer and which manufactures a finished product by making use of materials supplied by the manufacturer) from a market for the said finished product, stops its supply to those competitors of materials which have been being supplied by the material manufacturer to them.

(Note 5) The guidance given in Sub-Section 3 (4) of Part I above applies to a definition of “an influential enterprise in a market.”
### PART III. SOLE DISTRIBUTORSHIP

1. There are cases where an enterprise, whether domestic or foreign, for the purpose of supplying products, grants to another enterprise an exclusive distributorship for the products covering the entire domestic market. Such enterprise given an exclusive distributorship is called a “general sales agent” or a “sole import distributor” (hereinafter referred to as “sole distributor”; and an enterprise granting an exclusive distributorship is hereinafter referred to as “supplier”; and a contract concluded between them as “sole distributorship contract”). Sole distributorship contracts are sometimes used as a means for foreign enterprises’ entry into Japanese markets, because such contracts can reduce suppliers’ cost and risks of entry into markets and sole distributors’ organized marketing activities can be expected.

2. As stated above, sole distributorship contracts can generally contribute to promote competition. However, depending on the market status of the product covered by such contracts as well as the contracting parties, or their behaviors in markets, such contracts may function to impede competition in the markets. This Part, focusing on sole distributorship contracts, provides guidance under the Antimonopoly Act from the viewpoint of regulation of unfair trade practices.

3. Chapter 1 of this Part III deals with restrictions imposed by one party to a sole distributorship contract on the other. Resale price maintenance practices, vertical non-price restraints, and other restrictions imposed or done by sole distributors, in their capacities as marketing entities, on or against distributors are covered by Part I above.

Chapter 2 of this Part III deals with unreasonable obstruction of parallel imports, regardless of whether they are stipulated in sole distributorship contracts, or committed by suppliers or sole distributors. Chapter 2 also applies to such obstruction that is committed toward distributors by a sole distributor at its own discretion.
### Chapter 1. Major Restrictive Provisions in Sole Distributorship Contracts

### 1. Case Where There are Problems under the Antimonopoly Act

## (1) Resale price maintenance

The guidance given in Part I, Chapter 1 (Resale Price Maintenance) applies to any conduct by a supplier to restrict its sole distributor's sales price of a product covered by a sole agency contract between the supplier and the sole distributor or to cause the sole distributor to restrict sales prices of enterprises which purchase the product from the sole distributor for resale (including other enterprises that purchase the product from the said enterprise for resale; hereinafter referred to as "dealers").

## (2) Restrictions on handling of competing products

(i) Restrictions on handling of competing products during term of sole distributorship contracts

The guidance given in Part I, Chapter 2, Sub-Section 2(1) (Restriction on trading partners’ dealing with competitors and/or trading partners’ handling of competing products) applies to a supplier’s restricting its sole distributor’s handling of competing products or causing the sole distributor to restrict dealers’ handling of competing products in either case during the term of a sole distributorship contract between the supplier and the sole distributor; provided, however, that, during the term of the contract, if the supplier’s restriction does not cover handling of any competing products—which have already been handled by the sole distributor, the restriction presents, in principle, no problems under the Antimonopoly Act.

## (ii) Restrictions on handling of competing products after termination of sole distributorship contract

In case where a supplier restricts its sole distributor from handling competing products after termination of a sole distributorship contract between the supplier and the sole distributor, such restriction constitutes binding on business activities of the sole distributor, obstructs entry into the market, and, in principle, presents problems under the Antimonopoly Act. However, in cases where such restriction is imposed with such proper
justification as the necessity for preventing confidential information (including marketing know-how) from being diverted and only the maximum extent necessary, it presents, in principle, no problems under the Antimonopoly Act.

## (3) Restrictions on sales territories

(i) The guidance given in Part I, Chapter 2, Section 3 (Restrictions on Sales Territories) applies to any conduct to a supplier cause its sole distributor to restrict dealers' sales territories in the domestic market with respect to products covered by a sole distributorship contract between the supplier and the sole distributor.

(ii) In cases where a supplier requires its sole distributor not to actively market the product covered by the contract in area outside the territory for which the sole distributor is granted the exclusive distributorship for the product (hereinafter referred to as “approved territory”), or the sole distributor causes the supplier to discourage its direct customers located outside the approved territory from actively marketing the product in the sole distributor’s approved territory, it presents, in principle, no problem under the Antimonopoly Act.

## (4) Restrictions on trading partners

(i) The guidance given in Part I, Chapter 2, Section 4 (Restrictions on Distributors' Trading Partners) applies to any conduct by a supplier to restrict its sole distributor's customers or to cause the sole distributor to restrict distributors' customers.

(ii) In case where a supplier requires its sole distributor to buy the product covered by the contract exclusively from the supplier or from the parties it designates, it presents, in principle, no problem under the Antimonopoly Act.

## (5) Restrictions on sales methods

The guidance given in Part I, Chapter 2, Section 6 (Restrictions on Retailers’ Sales Methods) applies to any conduct by a supplier to restrict its sole distributor’s sales method for the product covered by the covered by a supplier to restrict its sole distributor’s sales method for the product covered by the contract or to cause the sole distributor to restrict distributors’ sales methods.
### 2. Cases Where There are no Problems under the Antimonopoly Act

While a supplier, in exchange for granting an exclusive distributorship of the product covered by the contract, sometimes imposes on its sole distributor the following restriction or obligation, it presents, in principle, no problem under the Antimonopoly Act.

(i) Setting a minimum volume or value of the product covered by the contract to be purchased or sold; or

(ii) To make the best efforts to sell the product covered by the contract.
### Chapter 2. Unreasonable Obstruction of Parallel Imports

### 1. Viewpoint

(1) In case of a sole import distributorship contract, a product covered by the contract can be imported by way of channels other than that arranged between the contracting parties (such importation of the product is hereinafter referred to as “parallel import”; it assumes the importation of genuine products, which does not infringe any trademark right).

Parallel imports are considered to promote price competition in a market, and accordingly, obstruction of parallel imports presents a problem under the Antimonopoly Act, if it is conducted to maintain price level of the product covered by the contract.

(2) In cases where products being sold as parallel import goods are not genuine products but counterfeit products, owner of trademarks may request to cease and desist from selling such products, on the ground of trademark infringements. In addition, necessary measures to maintain credit of trademarks under the following situations present, in principle, no problem:

(i) In case where consumers may misunderstand parallel import goods with different specification or quality are identical to the product handled by a sole distributor, because of false representation of origin or other reasons; or

(ii) In case of parallel import of trademarked goods which were legitimately sold in foreign markets, if credit of the product handled by a sole distributor may be damaged because of such reasons as threats to consumers' health or safety caused by deterioration of the parallel import goods.

(3) In the case of domestic products, if the same or similar conduct as or to unreasonable obstruction of parallel import goods is carried out, an approach to illegality of such conduct is basically the same. Therefore the guidance given in Section 2 below also applies to domestic products.

### 2. Cases Where There are Problems under the Antimonopoly Act

(1) Preventing any parallel importer from purchasing genuine products in overseas markets

There are cases where parallel importers are prevented from buying genuine
products through overseas distribution channels, in order to maintain price level of the product covered by the contract. Such conduct curtails or eliminates price competition between the product handled by the sole distributor and the parallel import goods and deviates the extent necessary for the sole import distributorship system to function properly.

Accordingly, such conduct is illegal as unfair trade practices, in cases where the following types of conduct are employed by a sole distributor or supplier to maintain price level of the product covered by the contract (Article 12 (Trading on Restrictive Terms) or 14 (Interference With A Competitor’s Transaction) of the General Designation).

(i) In case where a parallel importer makes an offer of purchase to the supplier’s overseas customer, the sole distributor or supplier’s overseas customer not to sell to the parallel importer; or

(ii) The sole distributor or supplier induces the supplier’s overseas customer, to stop selling to the parallel importer by such means of tracing the supply channel of parallel import goods by checking their serial number s or the like, and providing the information to the supplier or its overseas customer.

## (2) Restriction on distributors’ handling of parallel import goods

Distributors should be free to choose whether or not to handle parallel import goods. In cases where a sole distributor transacts business with its distributors on condition that they shall not handle parallel import goods, or in any manner induces the distributors not to handle parallel import goods, and if such conduct is employed to maintain price level of the product covered by the contract, it is illegal as unfair trade practices (Article 12 or 14 of the General Designation).

(3) Restriction on wholesalers of selling the product covered by the contract to retailers handling parallel import goods

Distributor (wholesaler) should be free to sell the product purchased from a sole distributor, to any retailer of its own choice. In cases where a sole distributor induces its distributors not to sell the product covered by the contract to a retailer that is handling parallel import goods, and if such conduct is employed to maintain price level of the product covered by the contract, it is illegal as unfair trade practices (Article 12 or 14 of the General Designation).
(4) Interference with marketing of parallel import goods by alleging them as counterfeits

Owners of trademarks may request to cease and desist from marketing any counterfeit of their products on the ground of trademark infringements.

However, in cases where a trademark owner requests an enterprise handling parallel import goods to cease and desist from selling them, alleging, without adequate reasons, that they are counterfeit and infringes the trademark (Note 1), and if such conduct is employed to maintain price level of the product covered by the contract, it is illegal as unfair trade practices (Article 14 of the General Designation).

(Note 1) If such conduct is carried out, a retailer may refrain from handling parallel import goods out of fear that such allegation in itself might be detrimental to the retailer's reputation, even if the parallel import goods are genuine and the parallel importer can prove them as such.

In addition to alleging parallel import goods as counterfeit, the following conduct was pointed out constituting a problem under the Antimonopoly Act as interfering with marketing of parallel import goods.

## (Examples)

Company X is a sole import distributor of medical devices and consumables to be used for those medical devices which made by Company Y located in Country A. To those consumables sold by it, Company X is planning to apply stickers bearing the words “Inspected by Company X” or the statements “Company X certifies that the product in this bottle was accepted in Company X’s quality control tests. Please note that Company X will not be liable for any defects in data or devices which may arise from any products that have not gone through Company X’s quality control tests.” in order to distinguish the product handled by Company X from parallel import goods, with the requests of the users who is doubting quality of parallel import goods. The application of those stickers is not alleging parallel import goods as counterfeits but finds to have marketing interference effects just like alleging parallel import goods as counterfeits, because:
(i) Company Y, the manufacturer of consumables, is conducting quality inspection and quality control tests of the consumables; if Company X's inspection is no more than sampling inspection for effects of the consumables, Company X's representation which may give the impression as if Company X is engaging in independent quality control may lead consumers to erroneously believe that quality of any parallel import goods are not assured; and

(ii) Company X is not liable for any malfunction, if any, of the said medical devices which may arise from defects in genuine parallel import goods controlled their quality by Company Y and therefore Company X's application of the stickers has no justifiable grounds; rather the possibility cannot be denied that the application is possibly used as a means to interfere with marketing of parallel import goods.

The application of the stickers may be possibly used by Company X as a means to interfere with marketing of parallel import goods and accordingly it would possibly constitute a problem under the Antimonopoly Act. (“11. Preparation of documents to the effect that a sole distributor of a device will not warrant performance of the device if parallel imported consumables are used for the device,” Consultation Cases Relating to Unfair Trade Practices (July, 1991 – March, 1995))

## (5) Buying-up of parallel import goods

When a retailer attempts to sell parallel import goods, there may be cases where a sole distributor may come to the store and corner the products, thereby obstructing transaction of parallel import goods (Note 2). If such conduct is employed to maintain price level of the product covered by the contract, it is illegal as unfair trade practices (Article 14 of the General Designation)

(Note 2) If parallel import goods advertised to consumers, are cornered by a sole distributor, consumers, who come to by the products may allege as “bait and switch advertising” and the retailer’s credit may be injured. Cornering of the parallel import goods may also place psychological pressure on the retailer to stop selling parallel import goods and deter it from handling them.
## (6) Refusal to conduct repairs or the like on parallel import goods

It is common for a sole distributor to set up repair service and keep in stock of repair parts, commensurate with its volume of supply of the product. Consequently, there may be cases where it is not available for sole distributor to comply with requests for repair of parallel import goods or to provide the required repair parts. Accordingly, even if the sole distributor refuses to repair parallel import goods under the objective circumstances which make the sole distributor unable to comply with the requests for repair or make differences in terms and conditions of repair or the between the product handled by it and the parallel import goods, such conduct in itself presents no problem under the Antimonopoly Act.

However, in cases where it is extremely difficult for any party other than a sole distributor or its distributors to repair parallel import goods or to obtain necessary repair parts, and if the sole distributor refuses repair work or supply of repair parts or induces the distributors to refuge such repair work or supply of repair parts, solely on the ground of parallel import goods, such conduct is illegal as unfair trade practices, if it is employed to maintain price level of the product covered by the contract (Article 14 of the General Designation).

## (7) Obstruction of advertising activities for parallel import goods

Depending on ways and means, advertising activities for parallel import goods might constitute infringement of trademark rights, or cause confusion with the business operations of the sole import distributor, due to similarities of advertising and the like, and may constitute violations of the Unfair Competition Prevention Law. In such cases, discontinuation of such advertising activities may be requested.

However, in cases where a sole distributor induces publishers of magazines, newspapers, and other media not to carry advertisements on parallel import goods or in any manner obstructs the advertising activities of parallel import goods without proper justification, and if it is employed to maintain price level of the product covered by the contract, such conduct is illegal as unfair trade practices (Article 12 or 14 of the General Designation).
## Appendix: Transactions between Parent and Subsidiary Companies or between Fellow Subsidiaries

In cases where an enterprise (parent company) owns shares in another enterprise (subsidiary company), the following rules apply as to whether or not transactions between the two companies or between subsidiary companies (hereinafter referred to as “fellow subsidiaries”) shares in which are owned by the same parent company are subject to the regulation of unfair trade practices:

1. In cases where a parent company owns 100% of shares in a subsidiary or in each of two subsidiary companies, it is usually deemed that transactions between the parent company and the subsidiary company or between the fellow subsidiaries are in substance equivalent to intra-company transactions, and the transactions in principle are not subject to the regulation of unfair trade practices.

2. Even in cases where a parent company owns less than 100% (but, in principle, more than 50%) of shares in a subsidiary or in each of two subsidiaries, and if it is deemed that transactions between the parent company and the subsidiary company or between the fellow subsidiaries are in substance equivalent to intra-company transactions, the transactions in principle are not subject to the regulation of unfair trade practices.

3. In cases where transactions between a parent company and a subsidiary company or between fellow subsidiaries are deemed to be in substance equivalent to intra-company transactions, and if the parent company restricts business activities of a third party that is the subsidiary’s trading partner (for example, if either a contract between the parent company and the subsidiary company or instructions given by the parent company to the subsidiary company causes the subsidiary company to restrict sales price of the third party), such conduct of the parent company is subject to the regulation of unfair trade practices.

4. For the purpose of Paragraphs 2 and 3 above, whether or not transactions between a parent company and a subsidiary company or between fellow subsidiaries are in substance equivalent to intra-company transactions is to be determined on a case-by-case basis by means of comprehensive examination of
various factors, including:

(i) percentage of the parent company’s shareholding in the subsidiary company;

(ii) situation regarding dispatch of directors from the parent company to the subsidiary company;

(iii) situation regarding the parent company’s interference in financial affairs and business policies of the subsidiary company; and

(iv) business relationship between the parent and subsidiary companies or between the fellow subsidiaries (including a percentage of the subsidiary’s transaction with the parent company or with the fellow subsidiary in the total volume of transaction of the subsidiary).

In cases where a parent company imposes the same or similar restrictions on other enterprises as or to those imposed on a subsidiary company (or a subsidiary company imposes the same or similar restrictions on other enterprises as or to those imposed on a fellow subsidiary), it is usually deemed that the restrictions are imposed on the subsidiary (or the fellow subsidiary) as one of trading partners and the transactions between the parent and the subsidiary or between the fellow subsidiaries are in principle subject to the regulation of unfair trade practices.
# 経済分析

第 99 号 昭和 60 年 8 月

☆資本移動・金利裁定および為替市場の効率性

経済企画庁経済研究所編集
# 経 济 分 析

第 99 号

昭和60年8月

# 経済企画庁経済研究所

## 目 次

〈分析〉

資本移動・金利裁定および為替市場の効率性

はしがき___1

第1章　内外金利差と短資移動___2

第2章　資本移動関数の計測___13

第3章　為替投機の危険負担と効率性___23

参考文献___34

付論金利裁定のプロセスについて___36
# 資本移動・金利裁定および為替市場の効率性

武藤恭彦

## はしがき

本稿の目的は国際短期資本移動のいくつかの側面を,主としてわが国のデータを用いて計算的に分析することである。

短期資本移動に限らず,国際資本移動は最近急速に拡大し,金融市場や資本市場の国際化の進展とも相まって多くの関心を集めている。

変動相場制下の資本移動についての分析視角には多くのものが考えられるが,本稿で主として扱いたいのは次のような課題である。

第一に, 資本移動を計量的に分析する際, いわゆる「資本移動関数」としてどのような定式化を採用すべきかという点である。多くの大型計量モデルとは異なり本稿では誘導型パラメタの推定結果から構造パラメタの性質について推測するという方針をとるので, その前提となる構造モデルについては明確なモデルを設定しておく必要がある。第1章は主としてこの目的のために割かれている。

第 2 に, 短資移動の決定要因として考えられるいくつかの要因のうち, 相対的に重要なものは何かという点がある。この点で特に重要なのは金融政策と資本移動との関係である。この点については, 金融政策が変動制下では極めて有効になりうるという有名な Mundell(1963)の主張があるが, その主張の前提は金融政策の発動の結果として速やかに, かつ大量の資本移動が発生するというものである。そのようなことが果たして現実に起こっているのかどうかは実証的な問題であり, 本稿の第 2 章はこれを取扱おうとするものである。

資本移動と密接な関連をもって論じられるもう一つの主題は外国為替レートの水準の決定である。本稿で取りあげる第3の点はこれに関係している。資本移動は個々の経済主体の資産の選択（ないし借入先の選択）の結果発生するが、そのような立場から見ると為替レートに関する予想もまた資産選択に、ひいては為替レートの水準の決定に多くの影響を持つ。本稿の第3章では、外国為替投機が為替レートの水準の行動に対して与える影響の計量的分析を行うことによって、為替レートと為替レート予想（及び、それに基づいて行われる外国為替投機）との関係を明らかにしようと試みている。