Hiroyuki Watanabe

University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students

Visiting Scholar

Charles Clore House

17 Russell Square

London, WC1B 5DR

United Kingdom

Waseda University

1-6-1, Nishi-Waseda

Shinjuku-ku

Tokyo, 169-8050

Japan

  • University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students

  • Waseda University

SCHOLARLY PAPERS

29

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Scholarly Papers (29)

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1.

U.S. Business Roundtable New Statement in August 2019 ～From the point of Japanese law

Number of pages: 28 Posted: 13 Nov 2020 Last Revised: 13 May 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 967 (44,445)

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Shareholder Supremacy, Us Business Roundtable, Statement, Restatement of Corporate law, Japan's Corporate Governance Code, Illusory Promise, Stakeholderism, Lucian A. Bebchuk, Short-termism, Ito Review

2.

Issues Involving Close-out Netting and Collateral for OTC Derivatives Transactions – A Japanese and International Finance Law Perspective

Number of pages: 30 Posted: 13 Nov 2020 Last Revised: 04 Mar 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 919 (47,677)

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Japanese Law, Securities law, Civil Code, Trust Law, International Finance Law, Close-out Netting, OTC Derivatives Transactions, Margin Requirements, ISDA Master Agreement, CSA, Credit Support Annex, financial collateral, CDS

3.

Focus of Tender Offer Regulation - Consideration Based on Shareholding Structure and Tender Offer Pattern Analysis

Number of pages: 16 Posted: 12 Jan 2021 Last Revised: 18 Jun 2023
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 894 (49,555)

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Tender Offer, Listed Companies, Share Ownership Structures, Patterns of Tender Offers, US, UK, Germany, France, Japan

4.

The Impact of the Coronavirus Pandemic on Annual Shareholders Meetings and Dividend Determination in Japanese Companies

Oxford Business Law Blog, Opinion (April 20, 2021)
Number of pages: 3 Posted: 09 Sep 2020 Last Revised: 22 Jun 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 894 (49,555)

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Corona Crisis, Japanese Companies, Annual Shareholders Meeting, Postponement, Adjournment, Adjourned Meeting, Two-Step Method, Determination on Dividends, Dividends of Surplus, Japanese Companies Act, Record Date, US, UK, Germany

5.

Designing a New Takeover Regime for Japan: Suggestions from the European Takeover Rules

Zeitschrift für japanisches Recht / Journal of Japanese Law, vol. 15, pages 89-105 (December 2010)
Number of pages: 19 Posted: 20 Oct 2020 Last Revised: 09 Mar 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 724 (65,902)

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Takeover, Tender Offer, Japan, Europe, US, Defensive Measures, Rights Plan, Mandatory Offer, Threshold, Shareholder Decision-Making, Worker Protection, Hidden Ownership, UK, City, Self-Regulation, Consultation-Based Regulations, Takeover Panel

6.

Japan’s Corporate Governance Code From the Perspective of ‘Sustainable Growth of the Company and Improvement of Medium- to Long-Term Corporate Value’ [Appendix] Comments on Recent Criticisms of "Stakeholderism" and "Anti-Criticism of Short-Termism"

Number of pages: 49 Posted: 27 Nov 2020 Last Revised: 27 Aug 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 708 (67,735)

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Japan's Corporate Governance Code, Sustainable Growth, Medium- to Long-Term Corporate Value, US Business Roundtable, Criticisms of Stakeholderism ,Anti-Criticism of Short-Termism

7.

新株予約権付社債における新株予約権の「公正価値」～オートバックスセブン事件・丸八証券事件・MSCB ('Fair Value' of Share Option Rights in Convertible Bonds ― Autobacksseven Case, Maruhachi Securities Case and MSCB-related Cases)

The Waseda Law Review, Vol. 92, No. 2, pp. 37-79 (March 2017)
Number of pages: 43 Posted: 06 Jan 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 678 (71,637)

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Fair Value, Share Option Rights, Convertible Bonds, Autobacksseven Case, Maruhachi Securities Case, MSCB

8.

Piercing the Corporate Veil under the Japanese Companies Act--- Case Study and Comparative Law Analysis

Number of pages: 17 Posted: 06 Dec 2020 Last Revised: 24 Apr 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 677 (71,776)

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Piercing the Corporate Veil, Japanese Companies Act, Comparative Law Analysis, Hypothetical Case

9.

Recent Developments Concerning Corporate Takeover Rules in Japan (Current Topics of Japanese Law)

Waseda Bulletin of Comparative Law, Vol.32, pages 150-152 (January 2014)
Number of pages: 3 Posted: 19 Oct 2020 Last Revised: 15 Dec 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 659 (74,259)

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takeover, Japan, European, American, corporate value report, defensive measures, corporate value study group, M&A study group

10.

The Comparison and the Reality of German and the UK Takeover Law

The Quarterly Review of Corporation Law and Society, No.29, pages 151-167 (December 2011)
Number of pages: 17 Posted: 12 Nov 2020 Last Revised: 01 Dec 2020
Michael Burian and Hiroyuki Watanabe
affiliation not provided to SSRN and University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 651 (75,431)

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takeover, UK, Germany, Japan, EU Takeover Directive, defensive measures, cold shouldering, mandatory offer, shareholder decision-making, hidden ownership, Schaeffler/Continental, Porsche/Volkswagen, whole solicitation, schemes of arrangements, Herbert Smith, Gleiss Lutz, change of control clause

11.

Interactions between Market Practices and Takeover Rules (French Takeover Rules and Practices(1))

The Quarterly Review of Corporation Law and Society, No.29, pages 49-63 (December 2011)
Number of pages: 13 Posted: 20 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 641 (76,945)

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takeover, France, Shareholding structures, Irrevocable undertakings, defensive measures, French-style poison pill, bons Breton”, offer document, financial institutions, equity derivatives, Herbert Smith, Interactions between Market Practices and Takeover Rules

12.

‘Trusts Without Equity’ and Prospects for the Introduction of Trusts Into European Civil Law Systems

The Quarterly Review of Corporation Law and Society, No.23, pp. 187-200 (April 2010)
Number of pages: 14 Posted: 27 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 638 (77,400)
Citation 1

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Trusts without Equity, Scotland, Italy, Japan, patrimony, Hague Convention, Principles of European Trust Law, Draft Directive on Protective Funds, constructive trust, Maurizio Lupoi, George Gretton, Kenneth Reid, Roderick Paisley, Paul Matthews

13.

Recognition and Introduction of the Trust in Hungary and Russia from the view of Comparative Law

The Quarterly Review of Corporation Law and Society, No.32, pp. 126-133 (March 2012)
Number of pages: 8 Posted: 27 Oct 2020
Gabor Hamza and Hiroyuki Watanabe
affiliation not provided to SSRN and University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 600 (83,499)

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Gábor Hamza, Recognition of Trust, Introduction of Trust, Hungary, Russia, Comparative Law, Roman Law, Germany, Japan, Law School, Boissonade, Roesler, Budapest, Karl Polanyi, Michael Polanyi

14.

The South African Law of Trusts

The Quarterly Review of Corporation Law and Society, No.34, pp. 148-175 (February 2013)
Number of pages: 28 Posted: 27 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 585 (86,248)

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Francois Du Toit, South African Law of Trusts, Mixed Legal System, Trusteeship as an Office, Fideicommissum, Master, Trust Property Control Act, Honoré, Edwin Cameron, Marius de Waal

15.

Abuse of Shareholder Rights under the Japanese Companies Act--- Case Study and Comparative Law Analysis /【Appendix】Shareholders' Right to Propose under the 2019 Amendment of Japanese Companies Act

Number of pages: 17 Posted: 08 Feb 2021 Last Revised: 02 May 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 582 (86,839)
Citation 1

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Abuse of Shareholder Rights, Japanese Companies Act, Comparative Law Analysis, Hypothetical Case, Shareholders' Right to Propose, 2019 Amendment of Japanese Companies Act

16.

Issues in German Takeover Law (Interview With Researchers From the Max Planck Institute for Private Law)

The Quarterly Review of Corporation Law and Society, No.29, pages 91-111 (December 2011)
Number of pages: 21 Posted: 27 Oct 2020
Harald Baum, Christoph Kumpan, Felix Steffek and Hiroyuki Watanabe
Max Planck Institute for Comparative and International Private Law, Bucerius Law School, University of Cambridge - Faculty of Law and University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 571 (88,975)

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Takeover, Germany, EU, Acting in Concert, Mandatory Offer, Minority Shareholder, Shareholder Decision-Making, Worker Protection, Supervisory Board, Offer Price, Unternehmensinteresse

17.

Intellectual Property as Securitized Assets

Japan Patent Office Report of the 2003FY Industrial Property Research Promotion Project (Institute of Intellectual Property, March 2004)
Number of pages: 63 Posted: 19 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 570 (89,155)

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Securitization, trust, IPR, intellectual property right, patent right, copyright, royalty, design right, trademark right, whole business securitization, Delaware business trust

18.

‘Principles of European Trust Law’ and ‘Draft Directive on Protective Funds’

The Quarterly Review of Corporation Law and Society, No.32, pp. 113-125 (March 2012)
Number of pages: 13 Posted: 27 Oct 2020
Kenneth Reid and Hiroyuki Watanabe
University of Edinburgh - School of Law and University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 559 (91,370)
Citation 1

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Principles of European Trust Law, Draft Directive on Protective Funds, Patrimony, George Gretton, Kenneth Reid, David Hayton, Scotland, Japan

19.

Corporate Governance Code Focusing on Asian Jurisdictions - China [Mainland], Hong Kong, South Korea, Singapore, Japan - and Germany

Forthcoming, Comparative Law Year Book of International Business Volume 44
Number of pages: 57 Posted: 20 Nov 2021 Last Revised: 14 Mar 2023
Hiroyuki Watanabe, Lucca Katharina Schlager, Yimeng Huang, Yu Tang, Taehyun Yoon and Teo Chen Shien
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students, Independent, Independent, Independent, Waseda University, Graduate School of Law and Independent
Downloads 544 (94,566)
Citation 1

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Corporate Governance Code, Asia, China (Mainland), Hong Kong, South Korea, Singapore, Japan, Germany, Comparative Law

20.

Directors’ Duties under the Japanese Companies Act --- Case Study and Comparative Law Analysis

Number of pages: 19 Posted: 23 Feb 2021 Last Revised: 29 Apr 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 541 (95,206)

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21.

The Essence of the Trust and the Ambiguity of the Notion of Property

The Quarterly Review of Corporation Law and Society, No.32, pp. 101-112 (March 2012)
Number of pages: 12 Posted: 29 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 541 (95,206)

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Paul Matthews, Essence of the Trust, Ambiguity of the Concept of Property, English Trust Law, Japan, Scots Law, Offshore Trust, Hague Convention, Italy, France

22.

Trust Act 2006 in Japan ～Current Basic Act on Trusts in Japan

Number of pages: 28 Posted: 21 Feb 2021 Last Revised: 10 May 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 538 (95,896)
Citation 1

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Trust Act 2006 in Japan , Current Basic Act on Trusts in Japan

23.

The Reality of the UK Takeover Regulations (with 'Notice to Advisers in Contested Bids' by the Takeover Panel)

The Waseda Law Review, Vol. 86 No.1, pages 207-220 (October 2010)
Number of pages: 13 Posted: 20 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 538 (95,896)
Citation 1

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Takeover, UK, Takeover Panel, Reality, Mandatory Offer Rule, Shareholder Decision-Making, Freshfields Bruckhaus Deringer

24.

Non-Statutory Takeover Regulations and Their changes:The Reality of the UK Takeover Panel (2)

The Waseda Law Review, Vol. 86, No.3, pages 189-205 (July 2011)
Number of pages: 17 Posted: 20 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 537 (96,105)

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Takeover, UK, Takeover Panel, City Code, Takeover Code, Reality, Mandatory Offer Rule, Shareholder Decision-Making, Non-Statutory Regulation, Adviser, Internal Sanction, Hideki Kanda, Paul L. Davies

25.

Non-Statutory Takeover Regulations and Their Changes: The Reality of the UK Takeover Panel (1)

The Waseda Law Review, Vol. 86, No.2, pages 285-299 (March 2011)
Number of pages: 15 Posted: 20 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 528 (98,099)

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Takeover, UK, Takeover Panel, City Code, Takeover Code, Reality, Mandatory Offer Rule, Shareholder Decision-Making, Non-Statutory Regulation, Adviser, Internal Sanction, Hideki Kanda, Paul L. Davies

26.

South Korean Company Law －Case Studies and Comparative Law Analysis with the US

Number of pages: 45 Posted: 01 Dec 2021 Last Revised: 09 May 2022
Heejoo Kim and Hiroyuki Watanabe
Waseda Business School and University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 473 (112,156)

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Korea Commercial Act, Korea Commercial Code, Comparative Law Analysis, US law,Hypothetical Case

27.

New Japan’s Corporate Governance Code and its Scrutiny from the Perspective of 'Sustainable Growth of the Company and Improvement of Medium-to Long-Term Corporate Value' (Presentation Slides)

Number of pages: 26 Posted: 08 Jun 2021 Last Revised: 22 Jul 2021
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 337 (165,907)

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Corporate Governance Code, Japan, Sustainable Growth, Medium-to Long-Term Corporate Value, 2021 Revision

28.

Activist Paradise Japan ?

Forthcoming, Revue Trimestrielle de Droit Financier (RTDF), N°1-2024
Number of pages: 36
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 93

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shareholder activism, activist, institutional investor, stewardship code, corporate governance code

29.

Revision of the Quarterly Disclosure System: The Case of Japan

Posted: 06 Jul 2022 Last Revised: 01 Nov 2022
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students

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Quarterly Disclosure System, Securities Report, Financial Statements, Securities Law (Financial Instruments and Exchange Act), Stock Exchange Rules

Other Papers (4)

Total Downloads: 1,164
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1.

Regulatory Philosophy behind German Takeover Law (German Takeover Law and Practice (2))

The Quarterly Review of Corporation Law and Society, No.29, pages 112-130 (December 2011)
Number of pages: 19 Posted: 20 Oct 2020
Peter O. Mülbert and Hiroyuki Watanabe
University of Mainz - Center for German and International Law of Financial Services and Faculty and University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 322

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Takeover, Regulatory Philosophy, BaFin, Germany, UK, Japan, Mandatory Offer, Voluntary Offer, Creeping Rule, Minority Shareholder, Shareholder Decision-Making, Worker Protection, Unternehmensinteresse, Corporate Value, Hidden Ownership

2.

Strategies of the Offeror, Target Company and Minority Shareholders [French Takeover Rules and Practices (2)]

The Quarterly Review of Corporation Law and Society, No.29, pp. 64-76 (December 2011)
Number of pages: 13 Posted: 27 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 307

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takeover, France, irrevocable undertakings, defensive measures, French-style poison pill, bons Breton, discounted takeover bid, fair price, minimum acceptance condition, whole-solicitation, appeal, AMF, Darrois Villey Maillot Brochier

3.

The Reality of German Takeover Law and Practice (German Takeover Law and Practice(3))

The Quarterly Review of Corporation Law and Society, No.29, pages 131-150 (December 2011)
Number of pages: 20 Posted: 20 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 270

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Takeover, Reality, Germany, BaFin, UK Takeover Panel, Mandatory Offer, Voluntary Offer, Cash Confirmation, Competing Offer, Shareholder, Worker’s Influence, Offer Price, Control Clauses, Unternehmensinteresse, Hidden Ownership, Real Beneficiary

4.

From a M&A Banker’s Standpoint [French Takeover Rules and Practices (3)]

The Quarterly Review of Corporation Law and Society, No.29, pp. 77-90 (December 2011)
Number of pages: 14 Posted: 27 Oct 2020
Hiroyuki Watanabe
University of London, School of Advanced Studies, Institute of Advanced Legal Studies, Students
Downloads 265

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takeover, France, Société Génerale, hostile takeover, employee shareholder, Shareholding structures, Irrevocable undertakings, defensive measures, French-style poison pill, bons Breton”, financial institutions, equity derivatives, hidden ownership, AMF, takeover regulation, intérêt social