Table of Contents

Enterprise Law

Enterprise Law

Contracts, Markets, and Laws in the US and Japan

Edited by Zenichi Shishido

Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.

Chapter 12: Reappraising the role of the appraisal remedy

Hidefusa Iida and Kenichi Sekiguchi

Subjects: asian studies, asian law, law - academic, asian law, company and insolvency law, corporate law and governance


When the Companies Act of Japan (hereafter: Companies Act), came into effect on May 1, 2006, it enhanced the role of appraisal remedy in Japan by empowering the courts to distribute synergies arising from mergers to minority shareholders who exercised the appraisal right. Since then, the number of appraisal cases coming before the Japanese courts has continued to increase. A re-examination of the appraisal right and related issues is therefore warranted. In the US, a number of scholars have discussed the role of the appraisal remedy. Not enough attention, however, has been paid to the problems of distributing synergies in an appraisal in order to protect minority shareholders. This chapter tries to fill this gap and explores the central question the law of mergers in Japan is facing: is the current appraisal remedy under the Companies Act the ideal method of regulating the conflicts arising from mergers?

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