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“Theory and Practice of Takeover Bid 2nd Edition”

Edited by Nagashima Ohno & Tsunematsu, Hiroki Inoue, Hiroyuki Ishizuka, Tomohiko Iwasaki, Soichiro Fujiwara, Tatsuya Okano
Shojihomu Co., Ltd.


Practice Areas


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

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 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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