New Method to Squeezing Out Minority Shareholders (July 2014)
http://bdti.mastertree.jp/f/h9qxszrb
Squeezing Out Minority Shareholders (prior memo)
http://bdti.mastertree.jp/f/rm1vkyl5
Category: Law
“Japan Discloses New Efforts to Combat Foreign Bribery, as OECD Steps Up Pressure on Japan to Increase Enforcement”
by Charles Duross, James Hough — from JD Supra business Advisorhttp://bit.ly/1oBhYSu
While many people don’t know it, a bribery scandal in Japan in 1976 was part of the motivation for the Foreign Corrupt Practices Act (FCPA), which was signed into law on December 19, 1977.
Risk Governance in Banking: Reforms Tend to Occur Most Where they are Least Needed
Paper: Reform Where it is Least Needed:Diffusion of Post Crisis Risk Governance Regulation – byShane Magee,Elizabeth Sheedy, andSue Wright — Those countries where shareholder and manager power is strongest (Japan, Switzerland, UK,US,) are least able to implement fundamental reforms.
European Commission Seeks Guarantees of Proxy Advisory Firms’ Work
(From David Polk) – A coalition of proxy advisory firms, including ISS and Glass Lewis, is disputing the requirements in the proposed EU revisions to the Shareholder Rights Directive related to their services, which could take effect in all EU member states.
The Ownership of Japanese Corporations in the 20th Century
(Major study on the shift in Japan from true owners exercising a voice, to voiceless cross-shareholdings in the post 1960 perior. ByJulian Franks, London Business School, CEPR and ECGI;Colin Mayer,University of Oxford, CEPR and ECGI; andHideaki Miyajima,Waseda University, WIAS and RIETI.)
THE VAGARIES OF VAGUENESS: AN ESSAY ON “CULTURAL” VS. “INSTITUTIONAL” APPROACHES TO JAPANESE LAW
By Stephen Givens* PROLOGUE This essay grew out a presentation I gave, as one of several foreign legal academics working in Japan, on the theme “Key Words for Understanding Japanese Law.” Of course I recognized from the outset that reducing the essence of a legal system (or any other complex phenomenon) to a single “key word” would entail a loss of nuance. But I thought (and still think) the assigned theme was a fair and valuable one. After all, cartoons and caricatures can be illuminating.
Brazil’s New Anti-Corruption Law – Strict Liability!
No criminal charges, but strict liability, big fines, and liability for bribes of private companies as well as public officials. — Under the new rule, there are administrative and judicial sanctions. Fines are between 0.1 percent and 20 percent of a company’s gross revenue from the prior year. If gross revenue is not known, fines are between $3,000 and $30 million. The payment does not exempt a company from paying losses generated to the government as a consequence of its wrongdoings.
Nishimura – “Minority Investments in Japanese Publicly Traded Companies”
Acquisitions of minority equity stakes in Japanese publiclytraded companies are attracting greater interest from investors,whether as passive investments, strategic acquisitions, or asfirst-step purchases towards a future business combination….
Former Bridgestone Exec to Plead Guilty to Price-Fixing
A former Bridgestone executive agreed to plead guilty to conspiring to fix prices for auto parts, a day after a grand jury indicted another executive and two former workers.
“GSK, Facing Bribery Claims, Battles to Build New Sales Model”
LONDON, April 17 (Reuters) – ”Drugmaker GlaxoSmithKline – hit by bribery claims in five countries – is to employ hundreds more doctors as members of staff as it seeks to build a new sales model designed to eliminate sharp marketing practices.
Following a decision to cut commercial ties with outside doctors, GSK expects to increase its in-house team of physicians by 10-20 percent over the next year or so from around 1,500 at present, Chief Medical Officer James Shannon told Reuters.