Does Corporate Law Really Matter in Hostile Takeovers?: Commenting on Professor Gilson and Chancellor Chandler

Abstract

This article focuses on the differences between Delaware law and Japanese law and differences in academic literature between the United States and Japan concerning takeover defenses adopted by the board of directors of target firms. The discussion assumes that the relevant target firms are publicly held corporations, typically corporations listed on a stock exchange. Part II compares takeover situations in both Delaware and Japan, and in U.S. and Japanese academic literature. Part III comments on the papers of Professor Gilson and Chancellor Chandler. Both authors project implications for Japan on the basis of U.S. experience in Delaware and academic theories. Although the article agrees with much of what they have to say, my comments will contest a few key points.