This document explains the practical effects and considerations of implementation through actual spin-off cases, based on the revised guidelines for utilizing 'spin-offs' (Reference Case Edition) updated by the Ministry of Economy, Trade and Industry in July 2025.
The significance of spin-offs is shown to be the expectation of corporate value enhancement through management independence, capital independence, and listing independence. Management independence allows business managers to focus on core businesses and enables rapid and flexible decision-making. Capital independence makes large-scale M&A and other growth investments possible through independent fundraising, and also enables transactions with competitors of the former parent company. Listing independence can overcome conglomerate discounts and achieve optimal capital structures tailored to each business's characteristics.
As a domestic case study, the document introduces Koshidaka Holdings' spin-off of its fitness business subsidiary Curves Holdings in March 2020. This was implemented because the growth strategy direction differed from the traditional karaoke business. Despite temporary impacts from COVID-19, the combined stock prices of both companies doubled compared to before the spin-off.
The article organizes the characteristics of spin-offs compared to business transfers and subsidiary listings as business carve-out methods. While the parent company does not receive sale proceeds, it can return future growth benefits of subsidiaries to shareholders and can completely separate and list businesses from the group at once, evaluating this as a method with strategic value.