Symposium Contact:
Mr. Okazaki
colseminar@mhmjapan.com

Hostile Mergers & Acquisitions and the "Poison Pill" in Japan: Prospects and Policy

Friday, June 13, 2003
Ginza Tobu Hotel Tokyo
Sponsored by Columbia Law School
With the support of Mori Hamada & Matsumoto

As the constellation of shareholders in Japanese firms changes, cross-shareholdings decline, foreign investment increases, and global capital market pressures mount, hostile takeovers of Japanese firms may become part of the corporate governance landscape. At the same time, recent amendments to the Japanese Commercial Code may facilitate a defensive tactic commonly used by management in the United States to deter hostile bids, the shareholder rights plan (better known as the "poison pill"). The prospect of hostile M&A in Japan has profound implications for Japanese corporate law and governance, including the ability to maintain the current emphasis on employee rather than shareholder welfare in the typical Japanese firm. Defensive measures taken in response to unsolicited bids raise important questions about the proper roles of shareholders, managers, and the courts in Japanese corporate governance.

This symposium is designed to achieve a deeper understanding of the current legal and business environments for hostile M&A and defensive measures in Japan, and to learn from the U.S. experience with hostile takeovers. Two extraordinary panels of experts from legal and business practice, academia, and the judiciary will provide unique perspectives on the prospects for hostile M&A in Japan, and the significant policy issues they raise.

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