In an article written in Japanese, Curtis Milhaupt, William F. Baxter-Visa Professor of International Law at Stanford Law School and co-author Zenichi Shishido, Professor Emeritus at Hitotsubashi University, analyzes the problematic aspects of a recent decision and controversial Japanese Supreme Court case validating the use of a “poison pill” to defend against an activist shareholder. In the article, published in Japan’s leading business law journal Shoji Homu, Professors Milhaupt and Shishido argue that the method by which shareholders approved the defensive measure, by a majority vote of shareholders unaffiliated with the activist, was borrowed out of context from Delaware case law and is the subject of abuse by the management of the target company in Japan. prevailing corporate governance environment. Their view challenges an emerging consensus among Japanese corporate law scholars on the proper use and approval of poison pills in Japan. The article will be republished in a special issue of the journal dedicated to this ongoing political debate.
In an accompanying draft article, Professors Milhaupt and Shishido examine the parallels and differences in the development of poison pill defense in the United States and Japan over the past two decades, and discuss the relevance renewed and poison pill controversy in both countries in an era of shareholder activism and intense interest in environmental, social and governance (ESG) issues.