적대적 공개매수에 대한 일본 방어법제의 최근 동향 - 2007년 불독소스 결정을 중심으로 -

The purpose of this paper is to examine the recent trends in Japanese legal system on the defensive tactics by analyzing the 'Bulldog Sauce' case(2007). For the first time, the Japanese Supreme Court approved the legality of the 'free assignment of warrants'(poison pill), defensive tactics adopted by Bulldog Sauce against the hostile tender offer of Steel Partners Japan in 2007. The 'free assignment of warrants' was discriminatory to the offeror. The offeror could not exercise the warrants. But the Court decided that the 'free assignment of warrants' did not violate the principle of shareholder equality. Bulldog Sauce case is very important, in the meaning that the Japanese Court approved the poison pill for the first time in Japan. The Bulldog Sauce case has some special features. But it is expected to be a leading case in Japan like Unocal case. The writer think that Unocal case and Bulldog Sauce case will be helpful for Korean courts to review the legality of the defensive tactics in Korea.. This paper consists of as follows: Ⅰ. Introduction Ⅱ. Bulldog Sauce case Ⅲ. The influence of Bulldog Sauce case Ⅳ. Conclusion