Installation period

April 1, 2026 - March 31, 2029

Donor

Hiroyuki Maki

Overview

This course aims to elucidate the existence and formation mechanisms of "control premiums"—the additional value derived from corporate control—in the Japanese market through an interdisciplinary approach that integrates legal frameworks, such as the Companies Act and the Financial Instruments and Exchange Act, with econometric empirical analysis. Currently, Japan faces a lack of systematic research regarding the disparity between price formation in equity transactions (e.g., M&As and block trades) and market stock prices. Key issues remain unresolved, including the legal regulation of cases where control premiums accrue solely to major shareholders without being shared with minority shareholders, and the specific impact of Japan’s unique cross-shareholding practices and keiretsu relationships on premium levels. Considering the current market climate—where a growing number of companies are exiting the stock market through MBOs or becoming wholly-owned subsidiaries following the Tokyo Stock Exchange’s market reforms and stricter listing maintenance standards—the balance between determining appropriate control premiums and ensuring minority shareholder protection has become an urgent practical and policy priority. This course brings together legal scholars involved in legislative councils, practitioner’s expert in corporate law, and researchers in econometrics to quantitatively analyze the reality of control transactions. By providing concrete policy recommendations for tender offer (TOB) regulations and institutional designs conducive to fair market formation, the course seeks to offer new insights into international corporate finance research based on the unique characteristics of the Japanese market, while cultivating highly specialized professionals to lead the next generation of management and legal affairs.

Members

• Norio SAWABEProfessor
• Masashi KITAMURAAdjunct Professor
• Masato YAMANAKAAdjunct Associate Professor
• Masafumi MIZUNOSenior Lecturer