2014 Fiscal Year Final Research Report
A study on judicial remedies in M&A transactions
| Project/Area Number |
24530105
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| Research Category |
Grant-in-Aid for Scientific Research (C)
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| Allocation Type | Multi-year Fund |
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| Section | 一般 |
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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) |
2012-04-01 – 2015-03-31
|
| Keywords | M&A / MBO / 締出取引 / 取締役の義務 / 支配株主の義務 |
|---|
| Outline of Final Research Achievements |
In the context of M&A transactions the director of a target corporation should owe the duty to transfer the tangible and intangible assets and resources of the target to the acquirer that could maximize the value of them. The director should also owe the auxiliary duty to get the better consideration from the acquirer in order to maximize the possibility to consummate the transaction. The courts which decide whether the director breached his/her duty should use the various standards of review in accordance with the degree of the conflict of interests.
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| Free Research Field |
民事法学 商法
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