| Budget Amount *help |
¥1,420,000 (Direct Cost: ¥1,300,000、Indirect Cost: ¥120,000)
Fiscal Year 2007: ¥520,000 (Direct Cost: ¥400,000、Indirect Cost: ¥120,000)
Fiscal Year 2006: ¥900,000 (Direct Cost: ¥900,000)
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| Research Abstract |
The purpose of this research is to investigate the legal issues of management buyouts and to get suggestions for building a better framework in Japanese legal system. The legal issues of management buyouts are analyzed by using comparative law approach in this research, because management buyout is a relatively new business tool for corporate restructuring and improving motivation of management in Japan. Though management buyouts are spotlighted these days and expected to be used more often in the near future in Japan, Japan does not have enough experience on management buyouts and therefore the legal issues of management buyouts are not thoroughly investigated so far.
Among the legal issues of management buyouts, it is very important that the management will face a serious conflict of interests when acting in management buyouts transactions. To avoid the conflict of interests, in UK, management buyouts are regulated by Companies Act provisions, City Code rules, ISC guideline and UKLA listing rules. Also in US, Delaware courts emphasize on the role of special committee which negotiate independently with the management buyout team. It is noteworthy that the conflict of interests is discussed from the view point of management's fiduciary duties both in UK and US.
Considering the fact that the conflict of interests is essential in management buyouts, it is very important to avoid the possibility that the management act for their own interests. When making rules on management buyouts in Japan, the focus should be put on whether the management violate fiduciary duties or not when acting in management buyouts transactions.
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