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New squeeze-out provisions under Japan's Industrial Competiveness Enhancement Act

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New squeeze-out provisions under Japan's Industrial Competiveness Enhancement Act

This edition of The Corporate Counselor discusses how Japan’s new Industrial Competiveness Enhancement Act now allows a shareholder (or a group forming a consortium) owning as little as 66 2/3% of the outstanding voting rights in a target company to implement a mandatory cash squeeze-out of the minority shareholders.

Authors

スティーブン・ボーラー

Stephen is a leader of our Cross-Border Transactions Group. Stephen was previously associated with top-tier U.S. international law firms for 12 years, and has experience running cross-border transactions on the ground in the United States, Japan, Singapore, India, Indonesia, and Thailand. Stephen has represented U.S. and non-U.S. buyers and sellers in cross-border corporate transactions in various industries and deal structures, including stock and asset acquisitions, mergers, private equity and venture capital investments, joint ventures and strategic alliances. 
 
 Since joining Nishimura & Asahi in 2004, Stephen has represented numerous multi-national clients in connection with their investments into Japan and their ongoing general commercial transactions (including franchising, licensing, employment, corporate governance and commercial real estate leasing matters). Stephen also has extensive experience leading and documenting Japanese and cross-border due diligence exercises with respect to various industries, and representing Japanese clients in connection with their multi-jurisdiction corporate acquisitions. Stephen is frequently praised by clients for providing cutting edge practical solutions.
 
 Stephen also has represented U.S. issuers in the United States, foreign private issuers from numerous jurisdictions in Asia and global investment banks in connection with their capital markets transactions, including registered initial and follow-on public offerings in the United States, Rule 144A/Regulation S equity and debt offerings, block trades, dual listings and privatizations, and also assessing whether exemptions exist to the application of U.S. securities laws to overseas business transactions.
 
 Stephen writes and lectures widely on his legal practice specialties.

田端 公美

Kumi provides strategic and innovative solutions to complex problems in the field of corporate governance. Her track record includes: supporting a major Japanese trust bank in developing a new scheme for equity incentive plans and lobbying regulatory reforms; and advising major Japanese companies in building global compensation and indemnification structures. She is also known for her expertise in management of shareholder meetings/board of directors meetings, disclosure, organizational design, internal control, anti-takeover measure, etc. She also has over 10 years experience advising clients on both cross-border and domestic M&A, reorganization and joint venture transactions.