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)

3 Pages Posted: 19 Oct 2020 Last revised: 15 Dec 2020

See all articles by Hiroyuki Watanabe

Hiroyuki Watanabe

University of Oxford; Waseda University; Chubu University

Date Written: January 1, 2014

Abstract

For a Japanese model of takeover rules, the following regulatory approaches may be considered:

1) imposition of restrictions to unlimited share trading by means of defensive measures and/or by providing relevant provisions in the Companies Act, but with minimum restriction possible to the tender offer rules (basic features of the American model)

2) development of an environment, which allows the shareholders of a target company to make an autonomous judgment in determining whether or not to apply for a tender offer (i.e. elimination of coerciveness) and on the basis of satisfactory information disclosure (basic features of the European model)

In reviewing the Japanese model, it is essential to acknowledge the background to and the significance of the regulatory context of takeover rules by returning to its basic structure and choose an option which best suits the realities of Japan.

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

JEL Classification: G28, G34, G38, K23, K42

Suggested Citation

Watanabe, Hiroyuki, Recent Developments Concerning Corporate Takeover Rules in Japan (Current Topics of Japanese Law) (January 1, 2014). Waseda Bulletin of Comparative Law, Vol.32, pages 150-152 (January 2014), Available at SSRN: https://ssrn.com/abstract=3683294

Hiroyuki Watanabe (Contact Author)

University of Oxford ( email )

Mansfield Road
Oxford, Oxfordshire OX1 3TD
United Kingdom

Waseda University ( email )

1-6-1, Nishi-Waseda
Shinjuku-ku
Tokyo, 169-8050
Japan

Chubu University

1200, Matsumoto-Cho
Kasugai
Aichi, 487-8501
Japan

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