Judgment Date: February 28, 1991 When companies raise capital through new share issuances, the integrity of the payment process is paramount. Japanese law, like that in many jurisdictions, strictly scrutinizes transactions designed to merely create an illusion of payment without a genuine infusion of usable funds into the company. Such

Judgment Date: July 14, 1994 In the often-fraught dynamics of corporate control, a common tactic by incumbent management facing challenges from existing shareholders is to issue new shares to themselves or friendly third parties. This can dilute the influence of opposing shareholders and solidify management's grip on the

Judgment Date: December 16, 1993 When a company plans to issue new shares, existing shareholders who believe the issuance is unlawful or grossly unfair have the right to seek a court injunction to prevent it. But what happens if a company, despite being served with such a court order, proceeds

Judgment Date: August 7, 2007 Hostile takeovers and the defensive measures companies employ to thwart them are complex areas of corporate law globally. In Japan, a landmark 2007 Supreme Court decision, often referred to in connection with Bull-Dog Sauce Co. (though we will use anonymized names here), provided significant clarification

Judgment Date: August 30, 2004 In the complex world of mergers and acquisitions (M&A), parties often enter into preliminary "basic agreements" – also known as Letters of Intent (LOIs) or Memoranda of Understanding (MOUs) – to outline the general framework of a potential transaction before committing to a

Judgment Date: July 12, 2010 Company splits (会社分割 - kaisha bunkatsu), a form of corporate demerger or division, are a significant tool for business restructuring in Japan. When a company splits, the fate of its employees' employment contracts is a critical concern. Unlike mergers where employment contracts generally transfer

Judgment Date: October 12, 2012 Company splits (会社分割 - kaisha bunkatsu), a form of corporate demerger or division in Japan, are versatile tools for restructuring businesses, allowing companies to separate and transfer parts of their operations to new or existing entities. While often used for legitimate strategic reasons, concerns have

Judgment Date: December 19, 2017 Company splits, or demergers (会社分割 - kaisha bunkatsu), are a common tool in Japan for corporate restructuring, allowing companies to transfer parts of their business to other entities. While the Companies Act provides a framework for how debts related to the transferred business are typically

Judgment Date: March 26, 2015 Determining the "fair price" of shares for dissenting shareholders exercising their appraisal rights during corporate reorganizations is a complex task, especially when the company involved is not publicly listed. Unlike listed shares with readily available market prices, valuing unlisted shares often involves various

Judgment Date: July 1, 2016 In Japan, when majority shareholders aim to acquire 100% ownership of a company, often through a two-step process involving a tender offer followed by a squeeze-out of remaining minority shareholders, the question of "fair price" for those squeezed-out shares becomes paramount. Minority shareholders

Judgment Date: February 29, 2012 When Japanese companies undergo major structural changes like mergers or share transfers (株式移転 - kabushiki iten, often used to create a holding company structure), shareholders who dissent from such transactions are typically granted "appraisal rights" (株式買取請求権 - kabushiki kaitori seikyūken). This right allows

Judgment Date: April 19, 2011 When a Japanese company undergoes a major corporate reorganization, such as a merger, demerger (company split), or share exchange, shareholders who oppose the transaction are often granted a statutory "appraisal right" (株式買取請求権 - kabushiki kaitori seikyūken). This right allows them to demand that

Judgment Date: August 30, 2017 When a company acquires a supermajority stake in another, Japanese corporate law provides mechanisms for the acquirer to obtain 100% ownership by "squeezing out" the remaining minority shareholders. One such mechanism is the "Share Sale Request" (株式売渡請求 - kabushiki uriwatashi seikyū)

Judgment Date: September 22, 1965 The transfer of a company's entire business, or a substantial portion of it, is a momentous event with profound implications for the company's future and its shareholders. Consequently, Japanese corporate law has long mandated that such significant dispositions require a special

Judgment Date: November 28, 1928 When a company issues bonds, especially those secured by assets, a trustee company is often appointed to manage the security and act in the collective interest of the bondholders. This raises a fundamental question: if the issuing company defaults, can an individual bondholder take direct

Judgment Date: March 13, 1986 Japanese general partnerships, known as Gomei Gaisha, are fundamentally built on a foundation of strong personal trust and cooperation among partners. However, when this trust breaks down and conflicts arise, particularly between a majority and a minority faction, the law provides an ultimate remedy: a

Judgment Date: December 24, 2019 The Japanese Goshi Gaisha, or limited partnership, is a business structure characterized by the presence of two types of partners: those with unlimited liability for the company's debts and those with limited liability, typically restricted to the amount of their capital contribution. A

Judgment Date: January 22, 1987 In Japanese company law, particularly concerning traditional partnerships like the Goshi Gaisha (limited partnership), the obligations and rights of partners regarding their capital contributions are fundamental. A critical question arises when a partner, especially a limited partner, withdraws from the partnership: what happens if their

Judgment Date: December 20, 1974 In the realm of Japanese partnership law, specifically concerning general partnerships (Gomei Gaisha), creditors possess a unique and potent remedy when seeking to recover debts from a partner: the ability to attach the partner's partnership interest and then, under specific conditions, force that

Judgment Date: April 30, 1932 When a company undertakes significant structural changes, such as a reduction in its capital, the law mandates procedures to protect the interests of its creditors. A crucial aspect of these procedures has historically been the requirement for the company to give individual notice to its

Judgment Date: January 15, 2009 Shareholder access to corporate accounting records is a fundamental right, essential for ensuring transparency and enabling shareholders to protect their interests. However, this right is not absolute. Japanese corporate law provides specific grounds upon which a company can refuse such inspection requests. One of the

Judgment Date: July 1, 2004 The ability of shareholders to access and inspect corporate accounting books and records is a cornerstone of corporate governance, serving as a vital tool for transparency and accountability. This article explores a significant judgment by the Supreme Court of Japan, dated July 1, 2004, which

Case: Criminal Action for Violation of Securities and Exchange Act and Commercial Code Supreme Court of Japan, Second Petty Bench, Judgment of July 18, 2008 Case Number: (A) No. 1716 of 2005 The integrity of financial reporting is a cornerstone of investor confidence and market stability. Directors of companies, especially

Case: Action for Change of Share Certificate Denominations and Issuance of True Share Certificates Supreme Court of Japan, Third Petty Bench, Judgment of February 18, 1986 Case Number: (O) No. 223 of 1985 The statutory auditor (監査役 - kansayaku) in a Japanese stock company plays a crucial role in corporate

Case: Action for Damages Supreme Court of Japan, First Petty Bench, Judgment of April 16, 1987 Case Number: (O) No. 678 of 1983 In the world of corporate governance, the accuracy of the commercial register (登記簿 - tōkibo) is paramount for third parties who rely on its information when dealing