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Put the management of your corporation in the hands of skilled professionals. Transfer capital to experienced managers and select their directors. Learn about hostile takeovers and the importance of friendly shareholders. Do business with us for reliable directors and profitable returns!
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Put the management of the corporation into skilled person's hands Transfer capital ! Owner of capital Skilled manager
Select “their” directors Person who is accustomed to do business proxy Persons with non-workable capital
The overview of Hostile Takeover Would you do businesswithus? Never! Directors Friendly offer BIDDER TARGET Hostile Takeover Ok! Thenwe will be the controlling shareholder Buy the issued shares
Important ! ◆ Fight between who? BIDDERvsManagement(directors) *not the shareholderstheTARGET ◆ Current shareholders can sell their shares *How do they behave?
resistance of management Resisting management Wao! It’s better to get friendly shareholders more Fightonshareholders’meeting Sell to me! We will pay more! Newinvestor White Knight We will sell !
Supporting view then… Reliable directors Unsatisfied shareholder Profit return Seeping directors who can not make full use of the resources Not enough profit return Satisfied shareholder Enough materiel resource Enough human resource
Opposing view higher rate interest target Success takeover! bidder Investment banker Sell out… LBO What the merit?
Or… OK! Now you feel us terrible! We are so kind that we sell back the shares! TARGET BIDDER Offer target to buy back A certain block of share What happened to the target?
Japanese corporate law • If the issuance of new share is made by the extremely unfair method, then current shareholders can ask the court to give them injunctions.