Choice as Regulatory Reform: The Case of Japanese Corporate Governance
48 Pages Posted: 3 May 2004
Date Written: April 2004
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.
JEL Classification: K22, L22
Suggested Citation: Suggested Citation
Do you have a job opening that you would like to promote on SSRN?
Recommended Papers
-
Corporate Governance and Employees in Germany: Changing Linkages, Complementarities, and Tensions
By Gregory Jackson, Martin Höpner, ...
-
Towards a More Dynamic Theory of Capitalist Variety
By Richard Deeg and Gregory Jackson
-
Negotiated Shareholder Value: The German Version of an Anglo-American Practice
-
German Codetermination and German Securities Markets
By Mark J. Roe
-
An Emerging Market for Corporate Control? The Mannesmann Takeover and German Corporate Governance
By Gregory Jackson and Martin Höpner
-
Contested Boundaries: Ambiguity and Creativity in the Evolution of German Codetermination