German and East Asian Perspectives on Corporate and Capital Market Law: Investors versus Companies

Edited by Holger Fleischer, Hideki Kanda, Kon Sik Kim and Peter Mülbert

[Deutsche und Ostasiatische Perspektiven zum Unternehmens- und Kapitalmarktrecht: Investoren und Firmen im Vergleich.]

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This volume offers a broad comparative analysis of foundational company law topics in Germany, China, Japan and South Korea. It examines issues of shareholder activism and disclosure of substantial shareholdings and analyses key problems in takeover law ranging from mandatory bids to control premiums and pre- and post-bid defenses against hostile takeovers.
This volume is based on updated presentations delivered at a symposium held in 2017 at Seoul National University. It follows two earlier conference volumes and shares their goal to stimulate the scholarly exchange between company law academics in Germany, China, Japan and South Korea which can be traced back to the late nineteenth century. Contributions from all four jurisdictions include papers on shareholder activism and the disclosure of substantial shareholdings as well as studies on takeover law addressing key questions such as the mandatory bid rule, control premiums, hostile takeovers and pre- and post-bid defences.
Survey of contents
I. Shareholder Activism
Andreas Engert: Shareholder Activism in Germany – Akira Tokutsu: Shareholder Activism in Japan. Chick Sexing or Tautology? – Ruoying Chen: Shareholder Activism in China. A Special Case for a State-affiliated Service Center for Medium and Small Investors – Kyung-Hoon Chun: Shareholder Activism in Korea. The Cases of PSPD and NPS

II. Disclosure of Substantial Holdings
Gregor Bachmann: Disclosure of Substantial Shareholdings in Stock Corporations. A German and European Perspective – Li Guo: Disclosure of Substantial Holdings in China. A Realm of Order or a Realm of Chaos? – Sunseop Jung: Disclosure of Substantial Shareholdings. A Korean Perspective

III. Takeovers in General
Dirk A. Verse: Selected Issues in German Takeover Law. Mandatory Bids, Minimum Pricing Rules – Masakazu Shirai: Characteristics of the Japanese Tender Offer System and its Rationale – Yon Mi Kim: Korean Takeover Laws. Focusing on the Control Premium – Masafumi Nakahigashi/Alan K. Koh/Dan W. Puchniak: Anti-Takeover Defensive Measures in Japan – Robin Hui Huang/Juan Chen/Pin Lyu: Hostile Takeovers in China. Recent Developments and Regulatory Challenges – Ok-Rial Song: Pre- and Post-Bid Defenses in Korea. Overview and Recent Doctrinal Development

Holger Fleischer is Director at the Max Planck Institute for Comparative and International Private Law in Hamburg and Affiliate Professor at the Bucerius Law School, Hamburg.

Hideki Kanda is emeritus Professor at the University of Tokyo and Professor at the Gakushuin University Law School, Japan.

Kon Sik Kim is Professor of Commercial Law at the Seoul National University School of Law, Korea.

Peter Mülbert is Professor of Civil Law, Commercial and Banking Law; Fellow, Gutenberg Research College, and Director of the Center for German and International Law of Financial Services at the University of Mainz.


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