Re: The new rule on M & A in Japan One of those topics in the draft of new bill of "Company Law (a tentative name)" is of those transactions of M & A. When a company is to merge or acquire another company, the new law will enable the company to pay those shareholders of the company merged/acquired with “stocks” of parent companies and foreign companies, in addition to cash and bonds etc. If a parent company in foreign country transferred its stocks to a subsidiary company in Japan, it can then let the subsidiary company absorbed another Japanese company with the stocks transferred in consideration for its shares. It would enable those foreign companies to save cash when absorbing Japanese companies, yet they still remaining unable to make it with stock swapping directly. Furthermore, it will further enable board meeting to determine merge and break-up of companies only by board resolution. In case a parent company hold 90% or above of voting rights of its subsidiary company, there will be no need of resolution by its shareholder meeting. Meanwhile, courts will be able to dismiss those lawsuits that shareholders brought as derivative action in case it was aimed to gain unjustifiable benefits or just to harm business operation of companies. As previously mentioned, the Japanese government is planning to introduce the bill at the ordinary session of the Diet in February 2005, and carry it out as effective within the year 2006. ---------------------------------------------------------------- Subscribe this “Newsletter Japan!” >> http://groups.yahoo.com/group/newsletter_japan_readers/?yguid=212093707 ---------------------------------------------------------------- For any question or counseling, you are welcome to email me to >> [EMAIL PROTECTED] Your gate to Japan: TRAVEL JAPAN ! >> http://traveljapan21.hp.infoseek.co.jp/ **************************************************** Michio Matsuzaki Japanese Solicitor / Financial Planner International Business Consultant MATSUZAKI GENERAL COUNSEL OFFICE [EMAIL PROTECTED] http://www8.ocn.ne.jp/~risk21/english.html **************************************************** Copyright (C) 2005 Matsuzaki General Counsel Office ------------------------ Yahoo! Groups Sponsor --------------------~--> What would our lives be like without music, dance, and theater? Donate or volunteer in the arts today at Network for Good! http://us.click.yahoo.com/Tcy2bD/SOnJAA/cosFAA/iiEolB/TM --------------------------------------------------------------------~-> Apply for Commercial Real Estate loans online and submit your deal to dozens of hungry lenders in just minutes. Loan programs for all types of business and commercial real estate. Apply anytime at http://realestatezoo.com RealEstate Part of RealEstateZoo.Com ------------------------------------- Post message: [email protected] Subscribe: [EMAIL PROTECTED] Unsubscribe: [EMAIL PROTECTED] List owner: [EMAIL PROTECTED] Web Site: http://groups.yahoo.com/group/RealEstate Yahoo! Groups Links <*> To visit your group on the web, go to: http://groups.yahoo.com/group/RealEstate/ <*> To unsubscribe from this group, send an email to: [EMAIL PROTECTED] <*> Your use of Yahoo! Groups is subject to: http://docs.yahoo.com/info/terms/
