Research of Protection of Parent Company's Shareholders in case of Subsidiary Restructuring
| Project/Area Number |
10620030
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| Research Category |
Grant-in-Aid for Scientific Research (C)
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| Allocation Type | Single-year Grants |
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| Section | 一般 |
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| Research Field |
Civil law
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| Research Institution | Chiba University |
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Principal Investigator |
ENDOH Yoshiteru Chiba University, Faculty of Law & Economics, Professor, 法経学部, 教授 (10152026)
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| Project Period (FY) |
1998 – 1999
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| Project Status |
Completed (Fiscal Year 1999)
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| Budget Amount *help |
¥1,500,000 (Direct Cost: ¥1,500,000)
Fiscal Year 1999: ¥500,000 (Direct Cost: ¥500,000)
Fiscal Year 1998: ¥1,000,000 (Direct Cost: ¥1,000,000)
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| Keywords | Consolidated Company / Subsidiary / Restructuring / Parent Company / Shareholder's Protection / Holding Company / Business Combination / Corporate Separation / 特株会社 / 株主 / 株式交換 / 営業譲渡 |
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| Research Abstract |
1. Since the Antimonopoly Law has lifted the ban on holding company in 1997, it is easy to foresee the increase of business combination of parent/subsidiary relationship in Japan in the future. The legal framework for business combination has developed by the amendment of the Japanese Commercial Code in 1999. The corporate separation system will be introduced in the same code in 2000. However, the legal system for the shareholder's protection of parent company is not workable sufficiently in case of subsidiary restructuring even after the amendment.
2.An approval by shareholders of parent company should be seriously considered in transfer of the definite number or more stocks of the definite subsidiary to outside company. In this case, the disclosure system of the plan should be established and an appraisal remedy should be considered in the Commercial Code.
Similar consideration will be required in the following cases. (1) Merger or sale of all of assets of the definite subsidiary other than in regular course of business to outside company. (2) the definite M & A by the definite subsidiary.
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Report
(3 results)
Research Products
(3 results)
