Articles
Lexology Panoramic Next – Private Equity 2025 Japan
(September 2025)
Yasuhiro Kasahara, Masaki Mizukoshi, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
Publication
Newsletters
The Recent Japan Supreme Court Decision on ‘Fair Value’ for Cash-out in Public M&A Transactions: A Further Step towards Process-oriented Judicial Review?
- Publisher
- Nagashima Ohno & Tsunematsu
- Journal /
Book - NO&T Japan Legal Update No.9 (March, 2017)
- Reference
- Practice Areas
*Please note that this newsletter is for informational purposes only and does not constitute legal advice. In addition, it is based on information as of its date of publication and does not reflect information after such date. In particular, please also note that preliminary reports in this newsletter may differ from current interpretations and practice depending on the nature of the report.
I. Introduction
Until recently, Japanese courts exercised relatively broad discretion when deciding ‘fair value’ for cashing out minority shareholders in public M&A transactions. Such trend created a degree of uncertainty and unforseeability for parties in relation to the determination of the cash-out price in going-private transactions.
However, the recent July 2016 Supreme Court decision with respect to the shares of Jupiter Telecommunications Co, Ltd. (the ‘JCOM Decision’) appears to have narrowed the courts’ discretion by determining that in a transaction structured as a tender offer followed by a cash-out where shares subject to a call are utilized,8 provided the tender offer was conducted pursuant to a process generally accepted as being fair, the cash-out price should, in principle, be the same as the tender offer price.
The JCOM Decision is important insofar as it provides the parties in public M&A transactions with a greater degree of certainty and foreseeability in relation to the cash-out price.
Lawyers
M&A Related Publications
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Tokyo Stock Exchange Tightens Rules on MBOs and Controlling Shareholder Buyouts: Enhanced Disclosure and Minority Protection
Yusei Uji
- M&A
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Articles
Chambers Global Practice Guides Private Equity 2025 Japan – Trends & Developments
(September 2025)
Shuichi Nishimura, Yasuhiro Kasahara, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
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New Risk-Based Licensing Framework: Enactment of Government Regulation No. 28 of 2025 (Indonesia)
Ichsan Montang, Valencia Wijaya (Co-author)
- M&A
- Mergers & Acquisitions
- Global Practice
Mergers & Acquisitions Related Publications
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Articles
Lexology Panoramic Next – Private Equity 2025 Japan
(September 2025)
Yasuhiro Kasahara, Masaki Mizukoshi, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
Tokyo Stock Exchange Tightens Rules on MBOs and Controlling Shareholder Buyouts: Enhanced Disclosure and Minority Protection
Yusei Uji
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Articles
Chambers Global Practice Guides Private Equity 2025 Japan – Trends & Developments
(September 2025)
Shuichi Nishimura, Yasuhiro Kasahara, Yoshitaka Kato (Co-author)
- M&A
- Mergers & Acquisitions
- Private Equity/Venture Capital and Startups
-
Newsletters
New Risk-Based Licensing Framework: Enactment of Government Regulation No. 28 of 2025 (Indonesia)
Ichsan Montang, Valencia Wijaya (Co-author)
- M&A
- Mergers & Acquisitions
- Global Practice
Dispute Resolution Related Publications
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The International Comparative Legal Guide to: Patents 2026 – Chapter 14 Japan
(October 2025)
Kenji Tosaki
- Intellectual Property
- IP Transactions
- IP Disputes
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First IP High Court Decision on Patent Linkage and Unfair Competition
Kenji Tosaki, Takahiro Hatori, Nozomi Kato (Co-author)
- Intellectual Property
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[From Singapore Office] Case Update: SICC Grants Anti-Suit Injunction Against State-Linked Entity
Claire Chong, Nozomi Kato (Co-author)
- Dispute Resolution
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The Legal 500: 9th Edition Intellectual Property Country Comparative Guide – Japan
(September 2025)
Kenji Tosaki
- Intellectual Property
- IP Transactions
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Civil and Commercial Disputes Related Publications
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[From Singapore Office] Case Update: Cost of Cure as Damages – Are Intention to Cure and Incurrence of Cost Prerequisites to Recovery?
Justin Ee, Kennosuke Muro (Co-author)
- Dispute Resolution
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Lexology Panoramic – Mediation 2025 Japan
(July 2025)
Junichi Ikeda, Tomohiko Nabeshima, Akiko Inoue (Co-author)
- Dispute Resolution
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The Legal 500: 8th Edition Litigation Country Comparative Guide – Japan
(July 2025)
Oki Mori, Eriko Ogata, Saki Kurachi, Natsuki Ito (Co-author)
- Dispute Resolution
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Digitalization of Civil Litigation Procedures in Japan
Hiroki Tajima
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