Designing a New Takeover Regime for Japan: Suggestions from the European Takeover Rules

Abstract

The article discusses the possible implications of the European takeover rules on a prospective new takeover regime in Japan. In the first part of the article, the author identifies doubts over and problems with such measures currently in force in Japan, including the legality of rights plans, and the role of the tender offer system as such. In the second part, takeover bid rules in European countries are analyzed: There is generally a strong consensus for the concept of “shareholder decision making”, which has to be distinguished from the idea of “worker protection”. “Moderate mandatory offer rules” are adopted in most European countries, whereas “strict mandatory offer rules” are preferred in some jurisdictions, including the UK. After touching – inter alia – equity derivatives transactions and the question whether it is difficult and necessary for Japan to have a takeover regulatory organization, the author draws up a future vision for Japan’s TOB rules.

(The Editors)