Independent Leading Corporate Governance Research

Metrical Inc

METRICAL INC. is an independent leading Corporate Governance research firm in Japan where Corporate Governance is increasingly recognized as an important element on corporate management in these days. Thus, CG research and solutions would become an essential component of global capital markets and play important to contribute to transparency of the markets and maximize shareholders’ value in Japan. 

METRICAL INC. provides Corporate Governance research and analysis including rating services, and  also offers investment research and IR services with solutions and customized profound research on CG and IR issues.

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Japan's Governance: Takeover Defense Update

Japan's Governance: Who Chairs the Board?: Update

Executive Director, Metrical Inc

Aki Matsumoto

Executive Director

<p>There was a time when the number of companies introducing takeover defense provisions increased considerably, but in recent years the number of listed companies introducing such provisions has decreased considerably. Many companies eliminated the takeover defense provisions due to the strong opposition from foreign shareholders. Anti-takeover measures do not seem to be a major subject of discussion in the Corporate Governance Code, which is currently under consideration for revision. The following table shows the status of 3,755 companies listed on the Tokyo Stock Exchange as of October 2021 that have adopted takeover defense measures and those that have not. As shown in the table below, the number of companies that have adopted takeover defense measures is 269 out of all listed companies, which is 7.2% of all listed companies. Against this backdrop, takeover defense measures are once again in the spotlight, as Shinsei Bank (8303) recently countered SBI Holdings (8473)'s TOB by resolving to issue stock acquisition rights. In this article, I would like to consider takeover defense measures.</p>

There was a time when the number of companies introducing takeover defense provisions increased considerably, but in recent years the number of listed companies introducing such provisions has decreased considerably. Many companies eliminated the takeover defense provisions due to the strong opposition from foreign shareholders. Anti-takeover measures do not seem to be a major subject of discussion in the Corporate Governance Code, which is currently under consideration for revision. The following table shows the status of 3,755 companies listed on the Tokyo Stock Exchange as of October 2021 that have adopted takeover defense measures and those that have not. As shown in the table below, the number of companies that have adopted takeover defense measures is 269 out of all listed companies, which is 7.2% of all listed companies. Against this backdrop, takeover defense measures are once again in the spotlight, as Shinsei Bank (8303) recently countered SBI Holdings (8473)'s TOB by resolving to issue stock acquisition rights. In this article, I would like to consider takeover defense measures.

Japan's Governance: Takeover Defense Provisions

SBI Shinsei Bank

Japan's Governance: Takeover Defense Provisions