Japanese Supreme Court Case – Shareholders Appraisal Rights in Demerger

Freshfields Bruckhous Deringer has produceda useful short memo summarizing the impact of the decision by the Japanese Supreme Court earlier this year regarding the appraisal rights (to receive a fair price) of an objecting shareholder in a demerger.


The decision illustrates that shareholdes who object to a transaction that does not increase corporate value will generally not receive a premium. This contrasts with squeeze outs following a takeover bid, in which case compensation may include a premium. For further information on squeeze-outs, please see our June 2009 briefing, New Supreme Court case on squeeze out compensation in Japan. http://www.freshfields.com/publications/pdfs/2009/jun09/26063.pdf

The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.

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