Along with the changes in the corporate governance of Japanese companies occurring in relation to the Japan’s Corporate Governance Code, the Stewardship Code and others, hostile takeover is attracting attention again. The tide of the unraveling of cross-shareholdings is becoming certain, and stable shareholders of Japanese companies are progressively decreasing, and activist funds and other activities are also continuing to increase. In addition, institutional investors now cast sterner eyes on anti-takeover measures, and the downward trend in the number of companies that introduced advanced-warning-type anti-takeover measures continues. Moreover, in almost all major listed companies, independent outside directors who are independent of the management account for more than one-third of the Board of Directors. As indicated by these trends, circumstances surrounding Japanese companies that made it difficult to establish hostile takeovers in the past are now changing and hostile takeover have become a realistic issue for Japanese companies, as shown by examples of DESCENTE Ltd. , UNIZO Holdings Company, Ltd, and Shinsei Bank, Ltd. In fact, hostile takeovers have been increasing in recent years, and examples of the introduction and implementation of contingency-type anti-takeover measures have also attracted attention.
We have shown overwhelming strength in hostile takeover defense. For example, in the hostile takeover bid by Oji Paper Co., Ltd., against Hokuetsu Paper Mills, Ltd., the first hostile takeover case between large listed companies in Japan, our firm represented Hokuetsu. We also provided legal advice to Origin Toshu Co., Ltd., the target company in the hostile takeover bid by Don Quijote Co., Ltd., and to TOC Co., Ltd., the target company in the hostile takeover bid by K.K. daVinci Advisors, leading to successful defenses against those attempted takeovers. In these and other cases, our firm has demonstrated overwhelming strength in defense against hostile takeovers. In addition, our firm has a wealth of experience in defending hostile takeovers against investment corporations (J-REIT), which differ from general business companies. In particular, as nearly half of existing investment corporations have a NAV ratio of 1.0 or less, the likelihood of hostile takeovers occurring and the necessity considering responses thereto are not low. Our firm has reviewed every legal issue that may arise in each phase of the hostile takeover comprehensively and actively designs strategic planning and defensive measures against takeovers based on our accumulated expertise.