2011 Fiscal Year Final Research Report
A study on the peculiar role of activist funds in corporate governance and corporate control transactions
| Project/Area Number |
21730069
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| Research Category |
Grant-in-Aid for Young Scientists (B)
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| Allocation Type | Single-year Grants |
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| Research Field |
Civil law
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| Research Institution | Nanzan University |
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Principal Investigator |
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| Project Period (FY) |
2009 – 2011
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| Keywords | 会社法 / M & A / ファンド |
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| Research Abstract |
Buyout funds in Japan actively invest in target corporations in MBO transactions recently and they are essential players in these conflict transactions. By reviewing the merits of the conflict transactions, courts discern desirable MBOs from undesirable ones. Japanese Corporate Law has heavily relied on ex post judicial review in regulating target directors and controlling shareholders in these conflict transactions. Because of the doctrinal and institutional deficiencies in Japanese Corporate Law the judicial screening function does not work well. The functional equivalents of the U. S. fiduciary duties of directors and controlling shareholders to minority shareholders and the equitable remedies should be introduced to Japanese Corporate Law.
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