UT Soft Law Review

UT Soft Law Review No.2 2010Guidelines Regarding Takeover Defense f or the Purposes ofProtection and Enhancement of Corporate Value and Shareholders’Common InterestsMay 27, 2005Ministry of Economy, Trade and IndustryMinistry of Justice(Introduction)The Ministry of Economy, Trade and Industry (METI) and the Ministry of Justice (MOJ)have formulated “Guidelines Regarding Takeover Defense for the Purposes of Protection andEnhancement of Corporate Value and Shareholders’ Common Interests” (hereinafter referredto as the “Guidelines”) which set forth principles that must be satisfied for defensive measuresadopted in anticipation of takeovers which are detrimental to corporate value andshareholders’ common interests to be considered reasonable, with the goal of preventingexcessive defensive measures, enhancing the reasonableness of takeover defense measuresand thereby promoting the establishment of fair rules governing corporate takeovers in thebusiness community.The Guidelines set forth the meaning of terms used (I. Definitions), the background (II.Background), principles concerning takeover defense measures (III. Principles), their purposes(IV. Purposes) and specific examples (V. Specific Examples).Since the environment surrounding corporate takeovers is expected to change dramatically,METI and MOJ intend to review and revise the Guidelines based on the application thereofon an ongoing basis.I. DefinitionsThe terms set forth in the following subparagraphs shall have the meanings prescribed inthe respective subparagraphs.1. Takeover: The acquisition of shares of a corporation in a quantity sufficient to exert influenceover the corporation2. Takeover defense measures: Measures adopted by a joint-stock corporation prior to themaking of an unsolicited takeover proposal, such as the issuance of shares or stockacquisition rights (Shinkabu Yoyakuken) for purposes other than business purposes73