Category: Law

Hostile takeovers and Defenses – Implications from Delaware Law UT Soft Law Review, No. 2 is available at the following URL:

http://www.gcoe.j.u-tokyo.ac.jp/en/publications/UTsoftlaw2.pdf

On June 13, in a 5-4 decision, the U.S. Supreme Court narrowed the circumstances under which a defendant can be held liable in a private action under Rule 10b-5 for “making” a false or misleading statement. The decision held that an investment adviser did not “make” statements contained in prospectuses of the adviser’s mutual fund clients, even though the adviser may have assisted the mutual funds in preparing the statements.

From ACGA's web site: 　In mid-April, ACGA submitted our response to the December 17, 2010 Hong Kong Exchanges and Clearing Limited (HKEx) consultation paper on proposed changes to the Code on Corporate Governance Practices and certain Listing Rules related to corporate governance.

ACGA analysed and offered responses on nine issues:

Professor Curtis Milhaupt has submitted two fascinating papers to BDTI,oneof which may present guidance for Japan:

The Evolution of Hostile Takeover Reigimes in Developed and Emerging Markets

http://bdti.mastertree.jp/f/x3kuo5ry

Economically Benevolent Dictators: Lessons for Developing Economies

http://bdti.mastertree.jp/f/4wpmdgx7

These timely documents were uploaded to our Data Libary.

Evaluating the Tone at the Top: Practical Suggestions for Auidt Committees http://bdti.mastertree.jp/f/w0tn1fd5

Is Fair Value Changing? FASB and IASB Issue Substantially Converged Requirements for Fair Value Measurement and Disclosure http://bdti.mastertree.jp/f/owi5j69x

The recent publications from Paul Hastingswere uploaded to ourData Library.

UK Securities Law Update Q1 2011 http://bdti.mastertree.jp/f/yvrpd9ib

Delaware Chancery Court Rules that a Reverse Triangular Merger May Constitue an Assignment by Operation of Law http://bdti.mastertree.jp/f/ua3c012w

This report released by The Bureau of National Affairs, Inc. is available at: http://www.skadden.com/content/Publications/Publications2397_0.pdf

Professor Curtis Milhaupt of Columbia Law School, an expert on Japanese and comparative law, has produced an insightful and succinct analysis of the TEPCO legal situation that puts it all in globalcontext, entitled The Governance Meltdown.

The presentation is available intheJapanese Law folder of the Data Library, Academic sub-section.

http://bdti.mastertree.jp/f/awt4rqf0

The American Chamber of Commerce in Japan (ACCJ) has released new viewpoints relating to shareholder voting and other rights, and the reporting of investment performance by investment trusts and other funds:

Establish a System that Enables Beneficial Shareholders to Exercise Shareholder Rights

http://bdti.mastertree.jp/f/8cegwh0q

Improve Performance Results

http://bdti.mastertree.jp/f/mpt06wc2

My firm, Davis Polk & Wardwell LLP, has launched a corporate governance blog. This has a particular focus on U.S. corporate governance issues. The link is here:

http://www.davispolk.com/briefing/corporategovernance/