Points to Consider in M&A Practice Using "Share Delivery" – Based on Tax Reform and Tender Offer Regulations

Authors： Norihiro Sekiguchi
Magazine/Book：BUSINESS LAWYERS website
Publisher：Bengo4.com,Inc.
Practice： General Corporate Practice M&A, Reorganization, and Business Alliance
Date of publication： April 2, 2021

Other publications by Norihiro Sekiguchi

2024.07.19
Doing Business In... 2024 Trends and Developments
2024.05.08
Lexology In-House View : Transaction Structures for Public Company M&A in Japan
2024.04.17
Lexology In-Depth: Private Equity - Edition 13 : Japan - Investing
2024.01.17
The Legal 500 Country Comparative Guides - Japan Investing In
2023.07.18
Doing Business In... 2023 Trends and Developments
2023.06.14
Japanese takeover rules for listed companies to be fully revised
2023.04.10
The Private Equity Review 12th Edition : Japan - Investing
2022.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2022.07.12
Doing Business In... 2022 Trends and Developments
2022.03.23
Recent Developments in Court Decisions on Poison Pills in Japan
2022.01.25
Company and Foreign Investment and M&A Law Guide 2022　Jurisdiction:Japan
2021.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2021.07.14
Doing Business In... 2021 Japan 　Trends and Developments
2021.04.28
Ronten-Taikei Corporation Law, Volume 2 (1)
2021.04.09
Commentary on the Financial Instruments and Exchange Act [Revised Edition] [Volume 1] Definitions and Disclosure Regulation
2020.12.24
M&A Law Guide 2021 Jurisdiction:Japan
2020.12.18
Recent Law Revisions that Audit & Supervisory Board Members’ Should Keep in Mind
2019.11.26
M&A Law Guide 2020 Jurisdiction:Japan
2019.09.27
Points to Note in the Governance of Overseas Subsidiaries in View of Group Guidelines and Actual Examples of Corporate Scandals
2018.12.21
Recent Developments and Prospects on Japanese Stock-for-Stock M&A Regulations
2018.09.01
Business Transfer Practices – Everything about Legal, Labor, Accounting and Tax
2017.02.25
The Features of Annual General Meetings of Shareholders Held in 2016 and the Analysis thereon,
2016.12.26
Derivative Actions, and Directors and Officers (D&O) Liability Insurance
2016.04.11
A Compact Commentary on the Companies Act 3: Company Auditors, Audit Committee Members and Audit and Supervisory Committee Members
2015.09.05
[Special Report] Risks Involved in Overseas Business Expansions of Small and Medium-Sized Enterprises, and Countermeasures Therefor _ Focusing on Legal Risks in China, Thailand, Vietnam and Indonesia -
2015.06.26
Ronten-Taikei Corporation Law (Supplement)
2014.02.01
Amendments to the Companies Act – Dissenting Rights and Rights to Injunctions against Corporate Reorganizations
2014.01.29
Investment in Asia and Compliance Strategy – 3 Stage Analysis
2013.08.01
How to Deal with Strengthened Insider Trading Regulations – in the case of Tender Offers and M&As
2012.10.21
TOB Handbook revised edition
2012.10.01
World Legal & Business Guide No. 19 Myanmar
2012.05.01
World Legal & Business Guide No. 14 Russia
2012.02.10
Ronten-Taikei Corporation Law, Volume 1
2011.12.01
World Legal & Business Guide No. 9 Singapore
2011.08.01
World Legal & Business Guide No. 5 Taiwan
2011.05.01
World Legal & Business Guide No. 2 Thailand
2011.04.26
Chapter 2-2 Disclosures concerning Tender Offers
2010.06.01
M&A Handbook on Conducting Business Practically
2008.07.20
PLC Cross-Border Private Equity Handbook

MORE

Other publications about General Corporate Practice

2023.07.03
About the Draft on Guidelines Formulated by the “Fair Acquisition Study Group”
2022.12.21
[Practical Explanation] Commentary on the 2022 Revisions on the Consumer Contract Act and the Act on Special Measures Concerning Civil Court Proceedings for the Collective Redress for Property Damage Incurred by Consumers by a Legislator
2022.10.03
Recent Enforcement of Insider Trading Regulations by the Securities and Exchange Surveillance Commission
2022.07.01
An Introduction to Startup Investments by Business Companies (Part I)
2022.05.17
[To be Enforced on June 1, 2022 and thereafter] What is the Revision of the Act on Specified Commercial Transactions? An Easy-to-Understand Commentary on the Revised Act
2022.04.01
Practical Points of System Development as Suggested by the High Court Decision in Nomura HD and Nomura Securities v. IBM Japan
2022.01.12
Development and Implementation of the Whistleblowing System Based on the Amended Whistleblower Protection Act (2)
2021.12.02
What is the Act on Specified Commercial Transactions? A Commentary on the Basic Points Thereof
2021.11.15
[Series] E-Commerce Practices （Points to Note in Drafting Terms and Conditions.etc.） (No. 12):Points to Note regarding Personal Data Protection (3)
2021.10.15
[Series] E-Commerce Practices （Points to Note in Drafting Terms and Conditions.etc.） (No. 11):Points to Note regarding Personal Data Protection (2)
2021.10.13
Improvement and Operation of Whistleblowing Systems in Light of the Amendments to the Whistleblower Protection Act (1)
2021.09.15
[Series] E-Commerce Practices （Points to Note in Drafting Terms and Conditions.etc.） (No. 10) :Points to Note regarding Personal Data Protection (1)
2021.07.30
Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (2) - Focus on Venture Support, Business Restructuring and Business Rehabilitation
2021.07.28
Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (1) - Focus on Regulatory Reform and Virtual-only General Meetings of Shareholders
2021.05.15
[Series] E-Commerce Practices (No.9):Overview and Summary of Recent Legislative Trends related to E-Commerce
2021.05.07
Key Points for Preparing Minutes for General Meetings of Shareholders during the COVID-19 Pandemic - From the Basics of Practice to Dealing with Virtual General Meetings of Shareholders
2021.04.15
[Series] E-Commerce Practices (No.8):Points to Keep in Mind in Making Representations on Websites (2)
2021.04.02
Points to Consider in M&A Practice Using "Share Delivery" – Based on Tax Reform and Tender Offer Regulations
2021.03.15
[Series] E-Commerce Practices (No.7):Points to Keep in Mind in Making Representations on Websites (1)
2021.03.01
COVID-19 and Corporate Legal Affairs – Legal Issues during/after COVID-19
2021.02.15
[Series] E-Commerce Practices (No.6): Points to Keep in Mind regarding Application and Amendment of Terms and Conditions
2020.12.21
2021 Book Guide for Legal Affairs "Updates to Common Business Sense in Response to Changes in the Social Environment" -Business Law Journal, February 2021 Issue
2020.12.15
Special Topic: A Commentary on the Impact on Practices of the Judgment Rendered by the Tokyo High Court on November 5, 2020 on the Terms of Use ーFrom the Perspective of Business Practices under Consumer Laws (i.e. Business Operators’ Side)
2020.12.15
[Series] E-Commerce Practices (No. 5): Points to Note in Drafting Terms and Conditions (5)
2020.11.20
Corporate Compliance on Utilization of External Human Resources - Intersection of Antimonopoly Act and Employment Law
2020.11.15
[Series] E-Commerce Practices (No. 4): Points to Note in Drafting Terms and Conditions (4)
2020.10.15
[Series] E-Commerce Practices (No. 3): Points to Note in Drafting Terms and Conditions (3)
2020.10.01
Direct Enforcement of Covenants – With Reference to the Judgment of the Tokyo High Court on January 22, 2020 (p.8, The Financial and Business Law Precedents No. 1592)
2020.09.15
[Series] E-Commerce Practices (No. 2): Points to Note in Drafting Terms and Conditions (2)
2020.09.07
Doing Business in Asia Pacific - IBA Asia Pacific Regional Forum, September 2020
2020.08.25
Cooperation with the Internal Audit Division and Financial Auditor
2020.08.15
[Series] E-Commerce Practices (No. 1): Points to Note in Drafting Terms and Conditions (1)
2020.07.25
Role and Powers of Audit & Supervisory Board Members, Introductory Law Course for New Audit & Supervisory Board Members <Series 2>
2020.04.21
Integrating ESG Elements into “Stewardship Responsibilities” Outline of Revised Stewardship Code and Corporate Responses Thereto
2020.01.01
Dictionary of Contract Terms (Revised Edition)
2019.12.10
【Series】 Key Principles and Practice in English Contract Law (END) - Article (23) Remedies for Breach of Contract [JCA Journal, December 2019 Issue]
2019.11.10
【Series】 Key Principles and Practice in English Contract Law - Article (22) Discharge of Contract [JCA Journal, November 2019 Issue]
2019.10.10
【Series】 Key Principles and Practice in English Contract Law - Article (21) Discharge of Contract [JCA Journal, October 2019 Issue]
2019.08.10
【Series】 Key Principles and Practice in English Contract Law - Article (20) Vitiating Factors/Factors Tending to Defeat Contractual Liability [JCA Journal, August 2019 Issue]
2019.07.10
【Series】 Key Principles and Practice in English Contract Law - Article (19) Vitiating Factors/Factors Tending to Defeat Contractual Liability [JCA Journal, July 2019 Issue]
2019.07.01
To Operate a Business Properly - A Review of the Key Points of the Anti-Monopoly Act
2019.07.01
Points to Note in Employing Freelancers from the Perspective of the Anti-Monopoly Act and the Subcontract Act
2019.06.10
【Series】 Key Principles and Practice in English Contract Law - Article (18) Vitiating Factors/Factors Tending to Defeat Contractual Liability [JCA Journal, June 2019 Issue]
2019.05.10
【Series】 Key Principles and Practice in English Contract Law - Article (17) Vitiating Factors/Factors Tending to Defeat Contractual Liability [JCA Journal, May 2019 Issue]
2019.04.10
【Series】 Key Principles and Practice in English Contract Law - Article (16) Vitiating Factors/Factors Tending to Defeat Contractual Liability [JCA Journal, April 2019 Issue]
2019.04.01
Important Points of and Commentary on the Draft Outline of the Amendments to the Companies Act
2019.03.10
【Series】 Key Principles and Practice in English Contract Law - Article (15) Problems after Concluding a Contract [JCA Journal, March 2019 Issue]
2019.02.10
【Series】 Key Principles and Practice in English Contract Law - Article (14) Problems after Concluding a Contract [JCA Journal, February 2019 Issue]
2019.01.10
【Series】 Key Principles and Practice in English Contract Law - Article (13) Problems after Concluding a Contract [JCA Journal, January 2019 Issue]
2018.12.19
The “Sharing Economy” in Japan
2018.12.14
【Series】Key Principles and Practice in English Contract Law - Article (12) Problems after Concluding a Contract [JCA Journal, December 2018 Issue]
2018.11.20
【Series】Key Principles and Practice in English Contract Law - Article (11) Privity of Contract and Third Parties [JCA Journal, November 2018 Issue]
2018.10.17
【Series】Key Principles and Practice in English Contract Law - Article (10) For the formation of a valid, binding and enforceable contract (II) [JCA Journal, October 2018 Issue]
2018.09.14
【Series】Key Principles and Practice in English Contract Law - Article (9) For the formation of a valid, binding and enforceable contract (II) [JCA Journal, September 2018 Issue]
2018.08.31
【Series】Key Principles and Practice in English Contract Law - Article (8) For the formation of a valid, binding and enforceable contract (II) [JCA Journal, August 2018 Issue]
2018.08.28
The Act on Special Measures for Productivity Improvement (Part 2) - Outline of the System to Facilitate Data Sharing and Collaboration
2018.08.10
The Act on Special Measures for Productivity Improvement (Part 1) - What does the “Regulatory Sandbox” mean?
2018.08.07
Sample of a Manufacturing Agreement, and Points in Revising the Provisions in accordance with the Amended Civil Code
2018.07.24
Japanese IR (integrated resort) business has finally started
2018.07.19
【Series】Key Principles and Practice in English Contract Law - Article (7) For the formation of a valid, binding and enforceable contract (II) [JCA Journal, July 2018 Issue]
2018.07.04
Points to Note in Assuming the Office of a Director of a Foreign-Owned Company in Japan
2018.07.02
Important Points of and Commentary on the Interim Draft of the Amendments to the Companies Act
2018.06.13
【Series】Key Principles and Practice in English Contract Law - Article (6) For the formation of a valid, binding and enforceable contract (II) [JCA Journal, June 2018 Issue]
2018.05.17
【Series】Key Principles and Practice in English Contract Law - Article (5) For the formation of a valid, binding and enforceable contract (II) [JCA Journal, May 2018 Issue]
2018.05.01
Learning about the Amendment to Laws on Obligations through Case Studies
2018.04.18
【Series】Key Principles and Practice in English Contract Law - Article (4) For the formation of a valid, binding and enforceable contract (I) [JCA Journal, April 2018 Issue]
2018.03.16
【Series】Key Principles and Practice in English Contract Law - Article (3) For the formation of a valid, binding and enforceable contract (I) [JCA Journal, March 2018 Issue]
2018.02.14
【Series】Key Principles and Practice in English Contract Law - Article (2) For the formation of a valid, binding and enforceable contract (I) [JCA Journal, February 2018 Issue]
2018.01.16
【Series】Key Principles and Practice in English Contract Law - Article (1) Introduction [JCA Journal, January 2018 Issue]
2017.12.19
The Legal System of Hong Kong as an international business hub (Part 3)
2017.11.29
The Legal System of Hong Kong as an international business hub (Part 2)
2017.10.16
The Legal System of Hong Kong as an international business hub
2017.07.21
Establishment of the First Law on Sharing Economy -Gist of the New “Minpaku” Law
2011.08.01
Dictionary of Contract Terms
2005.09.01
"Framework of Internal Systems of Control with Company Law,"

MORE

Other publications about M&A, Reorganization, and Business Alliance

2024.10.16
Lexology Panoramic Next - M&A : Japan Chapter
2024.09.10
Pitfalls in applying tax haven countermeasures in M&A- Double taxation risks caused by initial filing requirements
2024.07.19
Doing Business In... 2024 Trends and Developments
2024.06.06
Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders’ Interests
2024.05.08
Lexology In-House View : Transaction Structures for Public Company M&A in Japan
2024.03.29
Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders' Interests – Part II
2024.01.17
The Legal 500 Country Comparative Guides - Japan Investing In
2023.12.22
Overview of Guidelines for Corporate Takeovers: Enhancing Corporate Value and Securing Shareholders’ Interests – Part I
2023.10.16
Getting the Deal Through - Market Intelligence M&A : Japan Chapter
2023.09.22
What is a M&A? - Scheme, Process and Points of Ventured-backed company M&A-
2023.07.18
Doing Business In... 2023 Trends and Developments
2023.06.14
Japanese takeover rules for listed companies to be fully revised
2023.05.09
Measures needed by Japanese companies in the face of greenwashing and the anti-ESG movement – Verification of important ESG factors in legal DD during M&A and subsidiary management
2022.12.23
What is a Shareholders Agreement? - An easy explanation starting from the basics covering the clauses and key points to be stipulated!
2022.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2022.07.12
Doing Business In... 2022 Trends and Developments
2022.05.26
Issues to Note and Practical Responses by Companies Subject to the Transitional Measures Before and After the Market Restructuring of the Tokyo Stock Exchange
2021.12.16
JAPAN: An Introduction to Corporate/M&A: Domestic
2021.07.30
Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (2) - Focus on Venture Support, Business Restructuring and Business Rehabilitation
2021.07.28
Explanation of the Main Points: Revised Industrial Competitiveness Enhancement Act (1) - Focus on Regulatory Reform and Virtual-only General Meetings of Shareholders
2021.07.14
Doing Business In... 2021 Japan 　Trends and Developments
2021.05.07
Key Points for Preparing Minutes for General Meetings of Shareholders during the COVID-19 Pandemic - From the Basics of Practice to Dealing with Virtual General Meetings of Shareholders
2021.04.28
Ronten-Taikei Corporation Law, Volume 2 (1)
2021.04.02
Points to Consider in M&A Practice Using "Share Delivery" – Based on Tax Reform and Tender Offer Regulations
2021.02.20
An Outline of the EU Foreign Direct Investment Regulations and the Impact Thereof on Japanese Companies
2020.09.15
”Deductibility of advisor costs in M&A and how to deal with tax audits”
2020.05.22
Legal Challenges Magazine: Doing Business in Japan
2020.01.14
“Exclusive Negotiation Right” - Its legal binding force and the differences with Precerential Negotiation Right
2018.09.01
Business Transfer Practices – Everything about Legal, Labor, Accounting and Tax
2017.11.29
The Legal System of Hong Kong as an international business hub (Part 2)
2016.02.01
"M&A and related trade issues based on the TPP,"
2014.01.01
"How to deal with tax troubles in M&A"
2013.08.01
Mergers and acquisitions in Singapore
2010.04.01
"A Dictionary of Frequently Used M&A Words for All Professionals Involved in M&A (The Latest Trends),"
2009.08.01
"M&A Comprehensive Map-Characteristics and Points to Note of Each Method from Scheduling-"
2009.02.01
"Recent Legal and Tax Issues on M&A Transactions,"
2006.04.01
Guide to International Legal Practice (1) to (11)

MORE

Contact us

ページTOPへ