Corporate Governance Reform (3) -Private Placement-

Private placement under review to protect shareholders from dilution


March 11, 2009

  • Yutaka Suzuki


◆Japan’s Ministry of Economy, Trade and Industry (METI), Financial Services Agency (FSA), and the Tokyo Stock Exchange (TSE) have set up investigative committees to examine the corporate governance of listed companies.

◆Decisions regarding private placement of new shares and stock warrants generally fall under the sole authority of boards of directors. However, some observers have pointed out a need for greater regulation, given that private placement can dilute the ownership of existing shareholders.

◆This report outlines private placement under existing legislation and discussions regarding its problems by the investigative committees.

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