Oppressed, outvoted, and outgunned, minority shareholders have an obvious solution for their woes: vote with their feet, sell their shares, and leave the company. But this “Wall Street walk” is only available to shareholders in public, listed corporations; shareholders in close...

Embraced by US managers in the 1980s as a lifeline in a sea of hostile takeovers, the poison pill fundamentally altered the trajectory of American corporate governance. When a hostile takeover wave seemed imminent in Japan in the mid-2000s, Japanese boards appeared to embrace this American...

Singapore’s common law-origin corporate law regime ranks highly on corporate law and governance indices and is administered in part by superior courts served by judges with significant commercial expertise. As part of the Singapore Academy of Law’s Annual Review of Cases, this Paper reviews...

Appraisal is making a comeback in Japan. Until recently, it was an underutilized and largely forgotten legal transplant introduced by the Americans during the Occupation Period (1945-1952). Following a major reform to Japan’s corporate law with the enactment of the Companies Act in 2005,...

When a company suffers loss due to a wrongful act perpetrated against the company, the company’s shareholders suffer where the value of their shares or dividends decreases. However, in the UK and in Commonwealth jurisdictions, such shareholders have in principle no personal recourse against...

Since the UK adopted the world’s first stewardship code in 2010, stewardship codes have proliferated across Asia. Given the UK Code’s prominence, it is tempting to assume that every other stewardship code preforms the same function as the UK Code. This assumption belies the truth: all these...

Deutsche Zusammenfassung: Fragen der Unternehmensbewertung sind von großer rechtspraktischer Bedeutung. Dies gilt immer stärker auch für grenzüberschreitende gesellschaftsrechtliche Sachverhalte. Bewertungsrechtsvergleichung ist daher ein Gebot der Stunde. Sie stellt den Rechtsvergleicher...