일본의 적대적 기업인수합병 법제의 최근 동향과 시사점

In Japan, there has been a noticeable increase in hostile stock acquisitions by business companies and activist investors seeking to influence management in recent years. In response, listed companies are increasingly introducing and activating emergency buyout defense measures. In Japan, the term “hostile takeover” has been criticized for creating a negative image of the acquiring party and making it difficult to obtain consent from other shareholders. To address this issue, the Ministry of Economy, Trade and Industry (METI) established the Guidelines for Corporate Takeovers. The Guidelines for Corporate Takeovers outline three core principles: the “Principle of Corporate Value and Shareholders’ Common Interests,” the “Principle of Shareholders' Intent,” and the “Principle of Transparency.” Under the Guidelines for Corporate Takeovers, listed companies are required to conduct a “sincere consideration” of a “bona fide offer” even in cases of acquisitions without consent. The Japanese Ministry of Economy, Trade, and Industry has clearly stated its position that the negative image of hostile takeovers should be dispelled, and that even acquisitions without the consent of the target company should be judged based on economic rationality, such as shareholder interests. This approach does not prohibit acquisitions without consent but aims to enhance the capital efficiency of listed companies, improve corporate value, and ultimately contribute to the activation of the stock market through M&A. This paper will examine the recent trends in Japan’s hostile M&A legal framework and their implications for South Korean law.