Neuregelungen zur Dreiecksfusion, zum Übernahmeangebot und zum Aktientausch

Abstract

The last part of the comprehensive company law reform of 2005 has been put in place on 1 May 2007 when the rules concerning the triangular merger became effective. The major achievement of the reform is that it is now possible for an enquiring firm to offer – under certain circumstances – foreign shares as consideration. Although the US regulation on mergers has been the role model for the new Japanese regulation, different from the US a so-called reversed triangular merger is still not allowed in Japan.

Also, in cases of an exchange of shares foreign stocks may be offered under certain circumstances as consideration.

Another important development are the legislative changes in 2006 and 2007 regarding take-over bids. Under Japanese securities regulation a bidder is now obliged to make a full bid if a certain threshold of shareholding is surpassed. In principle, the new detailed rules have enhanced legal certainty and improved the takeover regulation.

(The Editors)