| Budget Amount *help |
¥2,700,000 (Direct Cost: ¥2,700,000)
Fiscal Year 2002: ¥1,200,000 (Direct Cost: ¥1,200,000)
Fiscal Year 2001: ¥1,500,000 (Direct Cost: ¥1,500,000)
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| Research Abstract |
This research project has clarified the legal aspects of cross-border merger & acquisition (M&A) as follows.
First, from the viewpoint of Private International Law, a corporation can theoretically merge with a foreign corporation or become an 100% subsidiary of the foreign corporation using each country's compulsory stock swaps if the corporation satisfies the conditions for merger or stock swaps required to the part of the corporation and the foreign one satisfies the conditions required to the part of the foreign one.
Second, from the viewpoint of Corporation Law, major country's merger systems are almost alike and there are few difficulties for the cross-border merger between the corporations based on different countries. However, there are so various differences on the stock swaps systems among the major countries that we have to check the equivalence of the legal systems of the two countries.
Third, logically speaking, disclosure matters are not obstacles for the cross-border merger or stock swaps if each country's regulations for the aspect are carefully satisfied. Since the present regulations of Japan lack the detailed rules for cross-border M&A, however, it will be practically difficult to satisfy the regulations.
Finally, from the viewpoint of dispute resolution, present lawsuit systems to invalidate the merger itself or stock swaps itself do not work in the cross-border M&A because these systems are specially designed only for the domestic situations. In the cross-border situations, like a normal dispute for a corporation, the decision of the stockholders' meeting of the corporation should be disputed in the court of the country where the corporation is based.
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