Abstract

http://ssrn.com/abstract=509522
 
 

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The Poison Pill in Japan: The Missing Infrastructure


Ronald J. Gilson


Stanford Law School; Columbia Law School; European Corporate Governance Institute (ECGI)

January 2004

ECGI - Finance Working Paper No. 20/2004
Stanford Law and Economics Olin Working Paper No. 277
Columbia Law and Economics Working Paper No. 244

Abstract:     
The fact of a small number of hostile takeover bids in Japan the recent past, together with technical amendments of the Civil Code that would allow a poison pill-like security, raises the question of how a poison pill would operate in Japan should it be widely deployed. This paper reviews the U.S. experience with the pill to the end of identifying what institutions operated to prevent the poison pill from fully enabling the target board to block a hostile takeover. It then considers whether similar ameliorating institutions are available in Japan, and concludes that with the exception of the court system, Japan lacks the range institutions that proved to be effective in the United States. As a result, the Japanese courts will have a heavy responsibility in framing limits on the use of poison pills.

Number of Pages in PDF File: 22

JEL Classification: G34, G38, K22

working papers series


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Date posted: February 27, 2004  

Suggested Citation

Gilson, Ronald J., The Poison Pill in Japan: The Missing Infrastructure (January 2004). ECGI - Finance Working Paper No. 20/2004; Stanford Law and Economics Olin Working Paper No. 277; Columbia Law and Economics Working Paper No. 244. Available at SSRN: http://ssrn.com/abstract=509522 or http://dx.doi.org/10.2139/ssrn.509522

Contact Information

Ronald J. Gilson (Contact Author)
Stanford Law School ( email )
559 Nathan Abbott Way
Stanford, CA 94305-8610
United States
650-723-0614 (Phone)
650-725-0253 (Fax)
Columbia Law School ( email )
435 West 116th Street
New York, NY 10025
United States
212-854-1655 (Phone)
212-854-7946 (Fax)
European Corporate Governance Institute (ECGI)
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
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