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Trends related to takeover defenses in Japan - Based on the METI(Ministry of Economy, Trade and Industry)'s 「Action Guidelines for Corporate takeover(Draft)」-

  • Legal Theory & Practice Review
  • Abbr : LTPR
  • 2023, 11(3), pp.11-35
  • Publisher : The Korea Society for Legal Theory and Practice Inc.
  • Research Area : Social Science > Law
  • Received : July 20, 2023
  • Accepted : August 25, 2023
  • Published : August 31, 2023

Kwon, Yong-Su 1

1건국대학교

Accredited

ABSTRACT

Amid the recent active shareholder activism in Japan, acts aimed at acquiring management control are also on the rise. These actions are somewhat different from hostile takeover, and their significance is recognized. However, there are cases in which the buyer proceeds to purchase the target company's shares without providing the necessary time or information to the target company or its shareholders or acquires management control with own interests in mind at the expense of the target company or its shareholders. In other words, there is an issue that needs to be reviewed in terms of corporate value, and furthermore, the common interests of shareholders. In these cases, which are not hostile takeover, but require appropriate opportunities for judgment by shareholders in terms of corporate value or shareholder common interests, the need to contribute to providing the necessary information and time to shareholders is also recognized. In this regard, takeover defenses measures have recently been re-examined, and singularities have also been found in related trends. Typically, unlike the previous pre-warning takeover defenses, there have been more and more cases of introducing takeover defenses by limiting targets and deadlines at the time of something, and more cases have been recognized for shareholder support and legal effectiveness. In this situation, the Japanese government also took quick action. It has begun to establish guidelines aimed at realizing desirable takeover to ensure that market functions are exercised soundly in purchases transactions that can be transferred by management control and that takeover that contribute to improving corporate value and securing common interests of shareholders. From the above, this paper analyzed the peculiarities and case law trends related to Japan's takeover defenses. In addition, the main contents of the 「Action Guidelines for Corporate takeover(Draft)」 being formulated by the METI(Ministry of Economy, Trade and Industry) were reviewed.

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