ABSTRACT
Hostile takeovers have consistently played only a marginal role in postwar Japanese corporate governance. To the contrary, for decades the control rights of asset-rich Japanese companies with languishing stock prices have been sporadically targeted by maverick Japanese and foreign investors. In some instances, acquirers have succeeded in having Japanese courts strike down defensive measures. In 1991, Carl Kester, in his leading book on Japanese takeovers, claimed that failed hostile takeovers suggested a dramatic shift in Japanese corporate governance towards the American hostile takeovers-based model. Aggressive investors attempting to exploit asset rich companies with floundering stock prices have long been a part of Japanese corporate governance. The chapter demonstrates that during the recent recovery Japanese managers failed to embrace new legally available defensive measures to protect themselves from the purported threat of hostile takeovers—buttressing the conclusion that there was no significant threat at all.
