We are pleased to share the June 2024 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. 

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Important Judicial Decisions Issued in 2022 relating to Takeover Defense Measures when there is a Dispute over Control of a Company(By Kosuke Ueno, Hyangson Oh, Hiroki Iida)

This article examines two significant court rulings from 2022 concerning takeover defense strategies in Japan rendered by the Osaka High Court and later upheld by the Supreme Court. The first case involved CYBRiDGE LLC and Nippon Telephone Inc., where the court denied an injunction against issuing new shares, prioritizing the primary intent of fundraising over maintaining management control. The second case concerned Adage Capital LLP and Mitsuboshi Inc., where the court granted an injunction against the gratis allotment of stock acquisition rights, deeming the defense measures inappropriate. These decisions illustrate the application of the Companies Act of Japan, highlighting the delicate balance between corporate financing needs and current shareholder protection. Our analysis delves into the implications of these rulings for corporate governance and takeover defense measures in Japan.