2017 Fiscal Year Final Research Report
Comparative Study on Standard for Responsibility on the Discretion of Target Board in Negotiations on Friendly Merger
Project/Area Number |
15K16957
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Research Category |
Grant-in-Aid for Young Scientists (B)
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Allocation Type | Multi-year Fund |
Research Field |
Civil law
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Research Institution | Osaka Prefecture University |
Principal Investigator |
Furukawa Tomoo 大阪府立大学, 経済学研究科, 准教授 (30571898)
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Project Period (FY) |
2015-04-01 – 2018-03-31
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Keywords | 会社法 / M&A / 取締役の責任 / アメリカ法 |
Outline of Final Research Achievements |
This research is to consider the standard of director’s responsibility in negotiations on friendly merger based on discussions in Delaware. I found that recent Delaware case tend to respect the board’s decision on condition that the majority of full-informed and uncoerced shareholders approve the merger. The main cause is the increase of the number of M&A litigation in Delaware, which is different from Japan. But because the similar thought can be seen in some Japanese courts, I can find the connection with the discussion in Delaware.
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Free Research Field |
民事法学
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