Director's Fiduciary Duties in Mergers and Acquisitions: Rule and Enforcement

2015 Fiscal Year Final Research Report

• Project/Area Number: 25780070
• Research Category: Grant-in-Aid for Young Scientists (B)
• Allocation Type: Multi-year Fund
• Research Field: Civil law
• Research Institution: Kobe University
• Principal Investigator: Hidefusa Iida 神戸大学, 法学(政治学)研究科(研究院), 准教授 (80436500)
• Project Period (FY): 2013-04-01 – 2016-03-31
• Keywords: 民事法学 / 企業再編 / 取締役 / 行為規範

Outline of Final Research Achievements

This research analyzed how the directors shall behave in the mergers and acquisitions. Directors must confirm both that the M&A increases the firm value and that the value given to the firm's shareholders is fair. If they breach this rule, the directors must be imposed to pay damages. This liability is the most important system to enforce the directors' duties. If the shareholders filed an appraisal right case, the court should review its case as in the directors' civil liability cases. Imposing the liability on the directors who breached its duties and not imposing it on the directors who performed according to its duties make the legal system optimal by giving the directors the correct incentive.

Free Research Field

商法