We are pleased to share the November 2022 issue of Japan Corporate & Finance Insights. This newsletter is designed to keep you current on what we consider to be important recent legal developments involving Japanese corporate and finance matters.
Recent Developments concerning Japanese Poison Pills (By Yuji Nakano and Akihiro Goda)
In recent years, investors increasingly have started seeking to mount hostile takeovers in Japan. In response, target companies have been adopting or invoking poison pills – using share options with conditions discriminatory to the putative acquiror which, if successfully employed, would dilute the acquiror’s holdings and fend off the acquisition. Consequently, there have been a number of recent intense matters concerning Japanese poison pills. Depending on the matter, the putative acquirors may then petition the courts, seeking judicial resolution of the lawfulness of the adoption / invocation of the pill. This newsletter discusses five very important court decisions issued within the last two years in this area. These cases illustrate how courts apply the principle that shareholder approval must be sought and the extent to which discriminatory conditions can be imposed on acquirors, while leaving open a number of other unanswered questions.