| Budget Amount *help |
¥2,390,000 (Direct Cost: ¥2,000,000、Indirect Cost: ¥390,000)
Fiscal Year 2009: ¥650,000 (Direct Cost: ¥500,000、Indirect Cost: ¥150,000)
Fiscal Year 2008: ¥1,040,000 (Direct Cost: ¥800,000、Indirect Cost: ¥240,000)
Fiscal Year 2007: ¥700,000 (Direct Cost: ¥700,000)
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| Research Abstract |
It might be better to distinguish between the case of public companies going private or carrying out fundamental chances and the case concerning a closely held company. There are some efficiency gains in the former case. If one can effectively distinguish the cases which have efficiency gains from the ones which are not, there seems to be little need to require additional justification in the former ones, so long as dissenting shareholders are ensured a financially reasonable state. On the contrary, the interests of shareholders in a closely held company are diverse and complicated, so that the exclusion of minority shareholders from such a company would be justified with persuading grounds, as is the case with dissolution, which is subject to scrutiny of the court. As the appraisal right is not a sufficient remedy to ensure shareholders a financially reasonable state, there are cases where it is necessary for the court to intervene ex post facto and scrutinize whether the conditions of the action (merger, buyout, and so on) are reasonable. But invalidating the executed action usually has serious consequences, such as confusion in ongoing transactions, or the high cost of restoring the status quo. A more effective remedy could be a right to demand suspension of an action that will cause shareholders to unduly lose their shares or to bear a loss in the value of their shares. Building in an ex ante procedure of evaluating the corporate value like in Germany or, in a case of public companies, combining the function of appraisal right with an obligatory tender offer like in France, could also be an alternative.
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