OH-EBASHI English Newsletter 2023 Winter Issue was published.

Please click here to view the English Newsletter back numbers.

****************************************************************************************************

Recent Amendments to the Arbitration Act and the New Mediation Law concerning the Enforcement of International Mediation - Part II by Kazuhiro Kobayashi
I. New Mediation Law on the Enforcement of International Mediation
1. The Singapore Convention
In December 2018, the United Nations General Assembly adopted the United Nations Convention on International Settlement Agreements Resulting from Mediation (the "Singapore Convention") and authorized its signing ceremony in Singapore on August 7, 2019. This convention offers a uniform and efficient framework for the enforcement and invocation of international settlement agreements resulting from mediation. Forty-six (46) countries signed it and it entered into force on September 12, 2020 when the third instrument of ratification was deposited on March 12, 2020. As of November 8, 2023, fifty-six (56) countries have signed the Singapore Convention and twelve (12) of those countries, including Japan, have ratified it.....( Please click here to read the whole article.）

Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders' Interests - Part I by Yuzo Ogata
A. Introduction
On August 31, 2023, the Ministry of Economy, Trade　and Industry formulated and announced the Guidelines for Corporate Takeovers (the "Guidelines").1 The Guidelines clearly state that the economy of Japan is aiming to have a soundly functioning market in acquisitions involving the transfer of corporate control and welcomes active acquisitions that contribute both in enhancing corporate value and securing the interests of shareholders. The Guidelines also aim to meet the expectations of domestic and foreign stakeholders, including investors active in international markets. The purpose of the Guidelines is to present principles and best practices that should be shared in the economy to develop fair rules for acquisitions, with a focus on how parties should behave in the context of acquiring corporate control of a listed company. While the Guidelines are not legally binding, referring to and taking action based on the best practices presented therein would likely reduce the risk of directors breaching their duties of care and loyalty, and courts will likely respect the transaction terms agreed upon between the parties more.
This article has been divided into two parts. Part I discusses the scope, basic principles, and perspectives of the Guidelines as well as the code of conduct that directors and the board of directors must observe concerning acquisitions. Part II in the next newsletter will cover increased transparency of acquisitions and takeover response policies and countermeasures.....( Please click here to read the whole article.）