icon-angleicon-facebookicon-hatebuicon-instagramicon-lineicon-linked_inicon-pinteresticon-twittericon-youtubelogo-not
People

With one of the largest legal teams in Japan, we bring a wealth of practical knowledge focused on the singular purpose of providing high quality legal services.

Publications

Our lawyers have authored or co-authored a number of newsletters, articles, books and other materials covering a wide range of legal areas to address the latest legal developments and increasingly diverse and complex issues.

Seminars

We regularly hold seminars and offer lectures through various formats, such as online streaming.

SCROLL
TOP
Publications
Books

“Theory and Practice of Takeover Bid 3rd Edition”

Author
Edited by Nagashima Ohno & Tsunematsu, Hiroki Inoue, Hiroyuki Ishizuka, Tomohiko Iwasaki, Soichiro Fujiwara, Tatsuya Okano, Sho Awaya (Co-authors)
Publisher
Shojihomu Co., Ltd.
Language

Japanese

Reference
Practice Areas
Keyword

Description

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

Lawyers

M&A Related Publications

Mergers & Acquisitions Related Publications

× Close
Select Practice Areas
× Close