Corporate Value Study Group's Report on Takeover Defenses
In principle, payments to a prospective acquirer are not required when defenses are implemented
July 22, 2008
Summary
◆On 30 June, the Ministry of Economy, Trade and Industry’s Corporate Value Study Group released a report on how takeover defense should be conducted considering recent changes in surrounding circumstances.
◆The report describes how the takeover target’s directors should behave at the time of a takeover attempt, and states, amongst other points, that the conditions for implementing a defense must not be interpreted so broadly as to include defenses for the purpose of selfentrenchment.
◆The report includes an examination of whether or not to permit the implementation of a takeover defense measure, and whether or not payments need to be made to the prospective acquirer in the event of the defense being implemented, examining three different situations and concluding that payments are, in principle, not required.
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