A Comparative Study on the Material Law relating to Corporate Groups

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This research focuses on the analysis of the fundamental theories and seeks a possible legislative reform relating to corporate groups in JapanThe enactment of Japanese Companies Act 2005 has broaden the possibility to reorganize corporate group structures with a simplified procedure and enabled Japanese corporations to freeze-out minority shareholders through a cash-out merger or a special resolution of the general meeting. These changes have caused a significant setback in legal protection of the shareholder's rights. The analysis of the case "Bull-dog Sauce", in which the Supreme Court permitted certain defensive measures to be taken against a hostile bidder, reveals that the enactment of the traditional unwritten "equal treatment of shareholders" principle can cause the retreat of its function to adjust the various interests among shareholders. The research into recent developments in European discussions shows that the need for enactment of the rules on exercise of influence by a controlling shareholder is still a controversial topic. The reform in the securities regulations in 2006 can be regarded as the governmental response against the fact that the number of hostile takeovers is increasing in Japan. As a result, the securities regulations now embrace a lot of rules that should be categorized as a part of the corporation law, but there seems to be lack of coherency between two sets of laws. The Japanese takeover law has been influenced strongly by the legal developments and academic discussions in the US and the UK. In designing a takeover law, however, they should take into consideration the differences in social environments among these jurisdictions, which the analysis from a public choice perspective shows.