2012 Fiscal Year Final Research Report

The structural analysis of the corporate restructuring and capital markets

Research Project

Project/Area Number	22730066
Research Category	Grant-in-Aid for Young Scientists (B)
Allocation Type	Single-year Grants
Research Field	Civil law
Research Institution	Hokkaido University
Principal Investigator	KAWAMURA Chikara 北海道大学, 大学院・法学研究科, 准教授 (70401015)
Project Period (FY)	2010 – 2012
Keywords	組織再編 / 公開買付 / 合併 / 法人
Research Abstract	This research aims to uncover the meaning of the succession of the legislative reforms on the regime of corporate restructurings introduced after mid 1990’s in Japan. It shows, on the one hand, the legal regime of cash-out merger in the United States, of which those Japanese reforms followed as a model, emerged indivisibly with the close structural relation between the market for corporate control and organization which engendered during the 1970’s. Among that structure, this research extracts the formalization of the legal concepts of “corporation” and “merger” as its most legally remarkable feature, and shows the way those concepts in turn characterizes the structure of the recent financial crisis. Against the background of that whole structure, this research shows on the other hand that the reconsideration of those two concepts from those foundations in Japanese law, which is firmly rooted also in civil law, makes it possible clearly the substantial evaluation and meaning of those reforms.