| Research Abstract |
By this paper, we consider asymmetrical information problem in merger and acquisition, and examin the desirable regulation system under such circumstances.
Generally, there are two kinds acquisition of control block of shares. One is the take-over bid and another is stock purchase in a market. Since a take-over bid makes the same all stockholders' trading conditions in sale of control, it has regulated the merger and acquisition which is done by the stock purchase in a market in Britain and Japan. On the other hand, the United States does not have this kind of regulation, and relief of this regulation is considered by Japan now.
Though it is easy to mention theoretically the advantage of the rule (it is called a take-over bid buying-over rule) which forces it a take-over bid, the predominance of the rule (it is called a market dealings coexistence rule) which accepts market dealings is difficult for finding out. The predominance of a market dealings coexistence rule, is shown by precedence research, this is restricted to the situation that a huge controlling stockholder who has veto in buying over exists.
This paper newly considered the asymmetrical information problem that a stockholder did not understand a fixer's type, and found out the predominance of a market transactions coexistence rule. (It comes out, even if it, of course, does not assume existence of a huge controlling stockholder.) It was also shown that the predominance of a market dealings coexistence rule becomes strong in the situation which can be interpreted as the present condition of Japan.
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