Corporate Governance

A collection of 21 posts
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
Slide outlining METI’s 2023 Takeover Guidelines: core principles, board duties, bidder expectations and shareholder-approval model for defensive measures.
Corporate Governance

Japan’s New M&A Playbook: How METI’s 2023 Takeover Guidelines Reshape Deals and Defences

TL;DR * METI’s August 2023 “Guidelines for Corporate Takeovers” introduce soft-law principles that prioritise corporate value and shareholder common interests. * Boards must evaluate hostile bids seriously, disclose rationale, control conflicts via independent committees and seek shareholder approval before deploying defences. * Bidders must engage transparently and avoid coercive structures; courts
6 min read
Slide summarising parent-company director liability in Japan: duty of oversight, 2024 case law, red-flag test and compliance controls for multinational groups.
Corporate Governance

Parent Company Director Liability in Japan: Oversight of Subsidiary Compliance Failures

TL;DR * Japanese courts now scrutinise parent-company directors who ignore “red flags” of subsidiary misconduct—finding possible liability under Companies Act Articles 355 & 423. * Key risks include derivative suits, loss-recovery actions and criminal aiding-and-abetting if directors fail to implement adequate group-wide compliance systems. * Multinationals must formalise reporting lines, conduct
9 min read
Slide summarising Japan’s mandatory human-capital disclosure: gender-pay gap, female-manager ratio, paternity-leave uptake and strategic investor impacts.
Sustainability Reporting

Mandatory Human-Capital Disclosure in Japan: FIEA Rules, Labor-Law Metrics & Strategic Risks for US Companies

TL;DR * Since FY 2023, listed firms in Japan must disclose gender-pay gaps, female-manager ratios and other labor-law metrics in the “Sustainability Information” section of the Annual Securities Report. * Government “Human Capital Visualization Guidelines” urge broader, strategy-linked disclosures across 19 indicators. * US companies with Japanese units must ensure legal compliance,
8 min read
Slide outlining Japan’s mandatory sustainability disclosures: FIEA/ISSB pillars, financial-materiality focus, phased adoption timeline and assurance outlook.
Sustainability Reporting

Mandatory Sustainability Reporting in Japan: FIEA Rules & ISSB Alignment for Global Companies

TL;DR * From FY 2023 disclosures, Japan’s Financial Instruments and Exchange Act (FIEA) requires listed firms to add a “Sustainability Information” section in the Annual Securities Report (Yūhō). * The framework mirrors TCFD/ISSB pillars (governance, strategy, risk management, metrics & targets) and focuses on financial materiality. * Human-capital metrics on
8 min read