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Home > Publications > Publications : 2016 > "Theory and Practice of Takeover Bid 3rd Edition"

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"Theory and Practice of Takeover Bid 3rd Edition"

Books

Author

Edited by Nagashima Ohno & Tsunematsu  (Co-authors)
Hiroki Inoue, Hiroyuki Ishizuka, Tomohiko Iwasaki, Soichiro Fujiwara, Tatsuya Okano, Sho Awaya, Tetsuya Goto (Co-authors)

Publisher

Shojihomu Co., Ltd.

Language

Japanese

Practice Areas

Mergers and Acquisitions (M&A)

Details

Table of Contents

Chapter 1 Outline of Takeover Bid
  1 Mandatory Takeover Bid
  2 Procedures for Friendly Takeover Bid
  3 Procedures for Hostile Takeover Bid

Chapter 2 Arrangement of Basic Concepts of Tender Offer
  1 Share Certificates - Securities Subjected to Tender Offer
  2 Purchase, etc. - Acquisition Subjected to Mandatory Tender Offer
  3 Persons in Special Relationship
  4 Holding Rate of Share Certificates, etc.

Chapter 3 Specific Application of Mandatory Tender Offer
  1 Regulations Restricting Negotiated Transaction Outside of Markets Including Trading Transaction through ToSTNeT, etc.
  2 Regulations Introduced by 2005 Amending Act
  3 Other Issues Related to Specific Application of Mandatory Tender Offer
  4 Purchase, etc. that is Excluded from Application of Mandatory Tender Offer ("Tender Offer Exemptions and Others")

Chapter 4 Disclosure Rules in Tender Offer
  1 Matters to be stated in the Tender Offer Notification
  2 Attached documents to the Tender Offer Notification
  3 Amendment of Tender Offer Notification
  4 Amendment of Tender Offer Notification
  5 Public Notice for Commencing Tender Offer
  6 Tender Offer Statement
  7 Disclosure documents after Closing of the Tender Offer

Chapter 5 Specific Rules for Tender Offer
  1 Regulations in Terms of Purchase, etc.
  2 All Purchase Obligations, All Solicitation Obligations
  3 Prohibition on Another Purchase
  4 Withdrawal and Cancellation of Application of Tender Offer

Chapter 6 Opinions and Other Issues on the Subject Company
  1 Disclosure Regulations on the Subject Company
  2 Substantive Regulations on the Subject Company
  3 Practical Issues and Challenges

Chapter 7 Practical Tips for Conducting Tender Offer
  1 Practical Tips for the Preparation of Tender Offer
  2 Practical Tips for the Schedule of Tender Offer
  3 Practical Tips regarding the Regulation on Insider Trading, etc.
  4 Solicitation for Tender Offer
  5 Points of Fundraising for Tender Offer
  6 Tender Offer Agreement
  7 Classified Stock and Tender Offer
  8 Joint Tender Offer

Chapter 8 Points of Each Transaction Type through Tender Offer
  1 Management Buyout
  2 Making a Listed Subsidiary a Wholly Owned Subsidiary by a Parent Company
  3 Deal Which Combines Transactions in Tender Offer and Third-Party Share Issuance
  4 Discounted Take Over Bid
  5 Two-tier Takeover Bids
  6 Exchange Offer

Chapter 9 Tender Offer of Corporation’s Own Stock
  1 Issues and Subject to Regulation
  2 Comparison with Tender Offer of Other Company’s Stock
  3 Publication of a Material Fact, Duty to Give Notice
  4 Share Buyback Report
  5 Report of Possession of Large Volume
  6 Example of a Procedure through Tender Offer of Corporation’s Own Stock

Chapter 10 Sanctions against Violation of Tender Offer Regulations
  1 Liability for Damages
  2 Administrative Monetary Penalty
  3 Penal Provisions concerning Tender Offer
  4 Other

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