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強制的公開買付制度について


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Title: 強制的公開買付制度について
Other Titles: A Critical Analysis of the Compulsory Tender Offer Regulation
Authors: 古山, 正明
Authors (alternative): Furuyama, Masaaki
Issue Date: 25-Mar-2004
Citation: 經營と經濟. vol.83(4), p.65-81; 2004
Abstract: In 1990, the tender offer regulation in the Securities Exchange Law was thoroughly amended in view of accelerating globalization of the financial market and legal harmonization. But it was not so fully discussed in the process of the legislation that we have some trouble in executing current regulation, especially with the compulsory tender offer rules. In this article, I will try to analyze current issues in the compulsory tender offer rules, and will advocate to amend the rules. Those are summarized as follows: (1) If the regulation is applied only to the tender offer that is offered to many and unspecified target shareholders, the compulsory tender offer rules should be permitted as one of the policy of the securities regulation that involves the protection of investors. (2) If the regulation is compulsory applied to the tender offer that is offered to a small number of shareholder as far as the tender offerer is concerned with the corporate control, it is difficult for the regulation to be consistent with the disclosure requirements and the substantive requirements of the tender offer regulation. (3) If the control share acquisition provisions are dealed with the effect of the shareholder's right of voting, it is out of the purpose of the Securities Exchange Law.
Keywords: Tender offer / control share / compulsory
URI: http://hdl.handle.net/10069/6809
ISSN: 02869101
Type: Departmental Bulletin Paper
Appears in Collections:Volume 83, No. 4

Citable URI : http://hdl.handle.net/10069/6809

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