2004 Fiscal Year Final Research Report Summary
COMPARATIVE ANALYSIS OF TAKEOVER LAWS
| Project/Area Number |
15330019
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| Research Category |
Grant-in-Aid for Scientific Research (B)
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| Allocation Type | Single-year Grants |
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| Section | 一般 |
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| Research Field |
Civil law
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| Research Institution | KYOTO UNIVERSITY |
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Principal Investigator |
MORIMOTO Shiregu KYOTO UNIVERSITY, GRADUATE SCHOOL OF LAW, PROFESSOR, 大学院・法学研究科, 教授 (80025155)
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| Co-Investigator(Kenkyū-buntansha) |
KITAMURA Masashi KYOTO UNIVERSITY, GRADUATE SCHOOL OF LAW, PROFESSOR, 大学院・法学研究科, 教授 (90204916)
TODA Gyo KYOTO UNIVERSITY, GRADUATE SCHOOL OF LAW, ASSOCIATE PROFESSOR, 大学院・法学研究科, 助教授 (10362550)
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| Project Period (FY) |
2003 – 2004
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| Keywords | TAKEOVER / SECURITIES REGULATION / CORPORATE ACQUISITIONS |
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| Research Abstract |
THIS RESEARCH PROJECT HAS BEEN SET TO EXAMINE THE JAPANESE LAWS CONCERING CORPORATE AQCUISITIONS AND TO SEEK TO FIND WAYS TO THEIR FURTHERANCE, IN LIGHT OF RECENT AMENDMENTS IN CORPORATE RESTRUCTURING LAWS IN JAPAN. IN 2003 WE ENGAGED IN COLLECTING AND EXAMINING EUROPEAN AND AMERICAN MATERIALS CONCERING LAWS OF CORPORATE AQCUISITIONS. OUR 2004 ANALYSIS OF SUCH LAWS IN EUROPE AND THE UNITED STATES HAS BEEN BASED ON SUCH MATERIALS, AND HAS CHIEFLY BEEN MADE FROM THE PERSPECTIVE OF BALANCING VARIOUS INTERESTS AMONG RELATED PARTIES INVOLVED IN TAKEOVER SETTINGS. JAPAN IN THE MEANTIME HAS SEEN DEVELOPMENTS IN MAKING NEW CORPORATE CODE TO BE ENACTED IN 2005 AND EMRGING TRENDS IN AQCISITIONS OF JAPANESE COMPANIES. WE HAVE PAIED ATTENTION S TO SUCH ENVIRONMENT.
THE EU ADAPTED ITS TAKEOVERS DIRECTIVE IN 2004 AND HAS SEEN DEVELOPMENTS IN ITS MEBMER STATES FOR THEIR RESPECTIVE LEGISLATIVE ARRANGEMENTS ENSURING COMPLIANCE WITH THE DIRECTIVE. WE HAVE EXPLORED INTO THE CONTENTS OF THE DIRECTIVE AND ITS SECCESS AND FAILURE IN LEGAL HARMONIZATION. WE ALSO EXAMINED THE UK STATUS IN IMPLEMENTING THE DIRECTIVE. THROUGH OUR ANALYSIS OF EU AND UK LAWS WE HAVE OBTAINED SUCH SUGGESTIONS AS USEFUL FOR FURTHER EXAMINATION TOWARDS DEVELOPMENTS OF JAPANESE LAWS, ESPECIALLY IN TERMS OF THE STATUS OF MANDATORY BID SYSTEM IN EUROPE, REGULATORY SYSTEM OF DEFENSIVE MEASURES AGAINST TAKEOVERS AND INTERRELATION OF THE SYSTEMS.
OUR US-LAW RESEARCH HAS BEEN CENTERED ON, IN ADDITION TO ANALYZING TAKEOVER DEFENSE LAWS, EXAMINING HOW THE US-LAW HAS BALANCED VARIOUS INTERESTS ESPECIALLY IN SETTING TAKEOVER-RELATED DISCLOSURE REQUIREMENTS IN TIE PERIODS BEFORE AND AFTER THE ENACTMENT OF THE WILLIAMS ACT. WE HAVE OBTAINED SUCH SUGGESTIONS AS USEFUL FOR FURTHER EXAMINATION TOWARDS DEVELOPMENTS OF JAPANESE LAWS, THROUGH OUR ANALYSIS OF US FEDERAL LAW GOVERNING TAKEOVERS.
OUR PRODUCTS HAVE BEEN PUBLISHED (OR IN PREPARATION) AS JOURNAL ARTICLES IN 2005.
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