2011 Fiscal Year Final Research Report
How different are Japanese and the U. S. hostile takeover laws?: A functional and public choice perspective
| Project/Area Number |
22730072
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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 | Nagoya University |
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Principal Investigator |
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| Project Period (FY) |
2010 – 2011
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| Keywords | 会社法 / 敵対的買収 / アメリカ会社法 / デラウエア州法 |
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| Research Abstract |
Purposes of this research project is to analyze(1) differences between Japanese and the U. S. hostile takeover laws,(2) what makes the differences and(3) what we need to make our takeover laws better. I showed that(1) the most important difference between both laws is that while the U. S.(Delaware) clearly adopts a board-centered model, Japanese law does not clearly adopt or reject the model.(2) The difference in basic model comes from differences in rule making process concerning hostile takeover and in power and distribution of interest parties between both countries. As for Japan, although there are small possibilities of adopting laws that heavily restrict hostile takeovers in general, such as some states in the U. S., there is a risk of casting restriction on hostile takeovers in some particular industries by individual statutes regulating those industries.
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