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Corporate Governance and Managerial Reform in Japan$
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D. Hugh Whittaker and Simon Deakin

Print publication date: 2009

Print ISBN-13: 9780199563630

Published to Oxford Scholarship Online: February 2010

DOI: 10.1093/acprof:oso/9780199563630.001.0001

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Takeovers and Corporate Governance: Three Years of Tensions *

Takeovers and Corporate Governance: Three Years of Tensions *

(p.70) 3 Takeovers and Corporate Governance: Three Years of Tensions*
Corporate Governance and Managerial Reform in Japan

Masaru Hayakawa

D. Hugh Whittaker (Contributor Webpage)

Oxford University Press

Livedoor's audacious takeover bid for Nippon Broadcasting System Inc. (NBS) in 2005 precipitated a flurry of judicial, legislative, administrative, and management actions, which have strongly influenced thinking and practice related to corporate control in Japan. This chapter considers a number of statutory changes in the area of company law and securities regulations governing takeovers and analyses a series of judicial rulings, specifically involving Livedoor‐NBS and Steel Partners‐Bull‐Dog Sauce, and the contested use of poison pills and similar defense measures in these cases. It further looks at the recommendations and influence of the Corporate Value Study Group, before considering management responses. The chapter highlights a shift (as well as continuity) in perceptions about management control and legitimate defenses against takeovers, and predicts continued evolution, along a “Japanese” trajectory.

Keywords:   Japan, corporate governance, takeover regulation, poison pills, Livedoor, Bull‐Dog Sauce

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