Shareholders' legal status as option-holders

2015 Fiscal Year Final Research Report

• Project/Area Number: 25380097
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Multi-year Fund
• Section: 一般
• Research Field: Civil law
• Research Institution: The University of Tokyo
• Principal Investigator: TANAKA Wataru 東京大学, 社会科学研究所, 教授 (00282533)
• Project Period (FY): 2013-04-01 – 2016-03-31
• Keywords: 会社法 / 株主の地位 / 非公開化取引 / キャッシュアウト / 公開買付けの強圧性 / 株式の価格決定

Outline of Final Research Achievements

This research makes use of a financial theory regarding the status of shareholders as option-holders and investigates how much protection the law should give to the option-like rights of shareholders. Among others, this research examines to what extent shareholders’ rights should be protected in “cash out” transactions, that is, transactions in which acquirers take all the interests of shareholders of target companies in lieu of cash by the majority consent of shareholders, and which had been made easier by the enactment of the Companies Act of 2005. In particular, according to the relevant statutes of the Companies Act, minority shareholders who opposed to cash-out transactions have the rights to make petition to the courts to assess the “fair price” of their shares. This research examines thoroughly in what way courts should evaluates the fair price of the shares of opposing minority shareholders.

Free Research Field

商法、会社法、法と経済学