A New Era of Unsolicited Takeovers in Japan

Implications of Academic Research to Corporations and Institutional Investors

The joint seminar, co-hosted by RIETI (Research Institute of Economy Trade and Industry), WBF (Waseda Institute of Business and Finance), and ECGI (European Corporate Governance Institute), was held on 18 November 2024 at Waseda University, Tokyo. It was a hybrid seminar with English interpretation. 

Background: Hostile Takeover Market in Japan

Hostile takeovers have long been considered a taboo in Japan. In 2006, Oji Paper, one of Japan's largest paper mill companies, launched an unsuccessful takeover attempt against Hokuetsu Paper Mills, a smaller competitor. Despite a seemingly logical bid in the context of a shrinking domestic paper market, the proposal faced strong opposition from all stakeholders of Hokuetsu, including its management, employees, unions, suppliers, other industry peers, the local community, and even large shareholders.

However, Japan's corporate governance and stewardship reforms, which began in 2014, have gradually reshaped the landscape for hostile takeovers. These reforms emphasize shareholder value, encouraging potential hostile bids. A significant shift occurred with the release of the "Guidelines for Corporate Takeovers" by the Ministry of Economic Trade and Industry (METI) in August 2023, which advocates for "shareholder intent and transparency" in dealings with the target company. Historically, target companies have often resisted hostile bids by claiming they would damage corporate value, including value for all stakeholders.

Since 2023, several successful hostile takeovers have taken place, including NIDEC’s acquisition of TAKISAWA and Daiichi Life Holdings’ tender offer for Benefit One. More recently, Canadian retailer Alimentation Couche-Tard proposed an unsolicited tender offer for Seven & i Holdings, one of Japan’s largest retailers and the operator of the Seven-Eleven convenience store chain.

About The Symposium

This symposium explored how Japanese management and shareholders should navigate the new wave of hostile takeovers. Our keynote speaker, Professor Marco Becht, discussed developments outside Japan and provided insights from international research. Our panelists, who are distinguished scholars and professionals from the fields of law, management, and finance, examined the current challenges Japan faces in this evolving market.

Contact details

For further queries, contact: exe-edu@w-as.jp ; Waseda University Institute of Business and Finance, 1-6-1 Nishiwaseda, Shinjuku-ku, Tokyo 169-8050 JAPAN

Venue:  Waseda Neo, Nihombashi Campus, Waseda University, Tokyo, Japan