Announcement
Implications of Academic Research to Corporations and Institutional Investors
The joint seminar, co-hosted by RIETI (Research Institute of Economy Trade and Industry), WBF (Waseda Institute of Business and Finance), and ECGI (European Corporate Governance Institute), will be held on 18 November 2024 at Waseda University, Tokyo. It will be a hybrid seminar with English interpretation.
Background: Hostile Takeover Market in Japan
Hostile takeovers have long been considered a taboo in Japan. In 2006, Oji Paper, one of Japan's largest paper mill companies, launched an unsuccessful takeover attempt against Hokuetsu Paper Mills, a smaller competitor. Despite a seemingly logical bid in the context of a shrinking domestic paper market, the proposal faced strong opposition from all stakeholders of Hokuetsu, including its management, employees, unions, suppliers, other industry peers, the local community, and even large shareholders.
However, Japan's corporate governance and stewardship reforms, which began in 2014, have gradually reshaped the landscape for hostile takeovers. These reforms emphasize shareholder value, encouraging potential hostile bids. A significant shift occurred with the release of the "Guidelines for Corporate Takeovers" by the Ministry of Economic Trade and
Industry (METI) in August 2023, which advocates for "shareholder intent and transparency" in dealings with the target company. Historically, target companies have often resisted hostile bids by claiming they would damage corporate value, including value for all stakeholders.
Since 2023, several successful hostile takeovers have taken place, including NIDEC’s acquisition of TAKISAWA and Daiichi Life Holdings’ tender offer for Benefit One. More recently, Canadian retailer Alimentation Couche-Tard proposed an unsolicited tender offer for Seven & i Holdings, one of Japan’s largest retailers and the operator of the Seven-Eleven convenience store chain.
About The Symposium
This symposium explores how Japanese management and shareholders should navigate the new wave of hostile takeovers. Our keynote speaker, Professor Marco Becht, will discuss developments outside Japan and provide insights from international research. Our panelists, who are distinguished scholars and professionals from the fields of law, management, and finance, will examine the current challenges Japan faces in this evolving market.
ECGI Web Site
https://www.ecgi.global/events/a-new-era-of-unsolicited-takeovers-in-japan
Information
- Date: November 18th, 2024, 15:00 -17:30
- Venue: WASEDA NEO, Nihombashi Campus, Waseda University
Program
15:00-15:15 Opening Remarks:
MC: Prof. Kazunori SUZUKI (Waseda University, ECGI Research Member)
Prof. Eiichi TOMIURA (President and CRO, RIETI)
Prof. Hideaki MIYAJIMA (Waseda University, Faculty Fellow, RIETI)
15:15-16:10 Keynote Speech
Title: “Barbarians at the Gate: Should Boards Just Say No?”
Speaker: Prof. Marco BECHT (Université libre de Bruxelles, ECGIManaging Director)
16:10-16:20 Intermission
16:20-17:20 Round Table
Title: “How Should Japanese Firms and Institutional Investors Cope with an Unsolicited Acquisition Offer?”
Moderator
Prof. Kazunori SUZUKI (Waseda University)
Panelists:
Prof. Marco BECHT (Université libre de Bruxelles)
Prof. Hideaki MIYAJIMA (Waseda University)
Prof. Wataru TANAKA (University of Tokyo)
Ms. Yuko YOSHITOMI (Recof Data Corporation)
17:25-18:00 Closing Remark
Kazunori SUZUKI (Waseda University)