Corporate Governance

A collection of 36 posts
Slide summarising Japan’s outside-director reforms
Corporate Governance

Japan's Evolving Corporate Governance: The Role and Impact of Outside Directors

TL;DR Japan has steadily tightened board-independence requirements—culminating in Prime-Market firms needing ≥1/3 independent outside directors. For global businesses, understanding the legal definitions of “outside” and “independent,” the empirical limits of board-monitoring, and the practical due-diligence points is critical to assessing Japanese subsidiaries and partners. Table of Contents
10 min read
Slide summarizing Japan's evolving corporate governance: reform pillars, board independence, ESG integration, and key implications for U.S. investors in the Japanese market.
Corporate Governance

Corporate Governance in Japan: Adapting to Global Standards and Local Realities

TL;DR Japan’s corporate governance has shifted from insular boards and cross-shareholdings toward globally aligned practices under the Corporate Governance Code and Stewardship Code. Key trends include greater board independence, rising ESG oversight and stronger shareholder activism. U.S. investors and businesses must grasp board structure options, “comply-or-explain” realities,
8 min read
Slide summarizing Japan’s 2024 CGS Guideline overhaul—board-executive synergy, capital-market expertise, CEO succession planning, offensive governance and human-capital incentives.
Corporate Governance

Strengthening Governance in Japan: Key Takeaways from the Revised CGS Guidelines

TL;DR Japan’s revised METI “CGS Guidelines” shift corporate-governance focus from box-ticking to long-term value creation. Boards must actively supervise strategy, CEO succession and capital allocation while supporting empowered CXO teams. Key updates emphasise preventing “risk of inaction,” bringing in finance-savvy outside directors, evaluating director effectiveness and expanding stock-based
6 min read
Slide depicting Japan’s squeeze-out toolbox, Kyoto 2021 case timeline, “grossly unfair” challenge path and best-practice safeguards for controlling shareholders.
Corporate Governance

Minority Shareholder Squeeze-Outs in Japan: Navigating Fairness, Procedure, and Legal Challenges

TL;DR * Japan offers four statutory paths to squeeze-out minority shareholders; the most common is “Class Shares Subject to Call.” * Kyoto District Court (Jan 29 2021) upheld a conflicted squeeze-out, signalling a formalistic reading of “grossly unfair” and heavy reliance on post-deal price appraisal. * Minority investors face high hurdles contesting
10 min read
Slide summarising METI’s 2023 acquisition guidelines: three core principles, board duties, special-committee process and stringent conditions for defensive measures.
Corporate Governance

New Landscape for Corporate Acquisitions in Japan: Understanding the "Guidelines for Corporate Acquisitions"

TL;DR * METI’s August 2023 “Guidelines for Corporate Acquisitions” establish three core principles—corporate value focus, shareholder intent and transparency—shifting boards from defensive reflexes to value-justified decision-making. * Target boards must report bids promptly, weigh them sincerely, manage conflicts through independent committees and disclose reasoning; bidders must engage in
8 min read
Slide summarising Japanese governance updates: board discretion case, 30 % illiquidity discount precedent, strict “just-cause” dismissal test, and activist-driven reforms.
Corporate Governance

Corporate Governance in Japan: Director Duties, Board Discretion, and Shareholder Relations

TL;DR * Japanese courts continue to affirm wide board discretion—so long as directors follow internal rules, conduct proper investigations, and act in shareholders’ common interest. * The Supreme Court okayed a 30 % non-liquidity discount when valuing restricted shares, stressing transparency and avoidance of double-counting. * “Just cause” for dismissing directors remains
8 min read
Slide showing investor impacts of Japan’s 2023 takeover guidelines: MoM vote power, board-process checklist, activist negotiation expectations and engagement roadmap.
Corporate Governance

Investor View: Japan’s 2023 Takeover Guidelines and the New Activism Playbook

TL;DR * METI’s 2023 takeover guidelines boost investor leverage by demanding transparent board processes and majority-of-the-minority (MoM) approval for key defences. * Institutional investors gain clearer benchmarks for stewardship engagement, while activists can challenge weak boards but must show good-faith negotiations. * Shareholder votes on defences will hinge on independent investors,
5 min read
Slide showing METI 2023 takeover-guideline roadmap: board North-Star principle, independent committee role, MoM vote for defenses and business-judgment implications.
Corporate Governance

Navigating the Deal: Board Duties Under Japan’s 2023 METI Takeover Guidelines

TL;DR * METI’s 2023 takeover guidelines raise board-conduct standards: directors must centre every decision on corporate value and shareholder common interests. * Independent-director special committees, full information-gathering and fair disclosure to shareholders are now baseline expectations. * Defensive measures require concrete harm, proportionality and (ideally) a post-bid majority-of-the-minority vote, or directors
6 min read