In late March, Michigan Law hosted Professor Hidefusa Iida to discuss appraisal rights in Japan. Professor Iida previously published on appraisal rights in Japan, including in a 2014 article “Reappraising the Role of Appraisal Remedy.” The basics of Japanese appraisal, from Professor Iida’s article and this analysis, are similar to Delaware. Shareholders who dissent from certain major corporate actions, in particular, mergers, can – as in Delaware – demand ‘appraisal’ of their shares, meaning that a Court will fix the “fair value” of the shares. Indeed, before appraisal rights in Delaware became a regular fixture of investor protection, some academics were already looking to Japan as a pro-investor forum, citing appraisal rights as one key facet. Other commentary has also viewed the Japanese appraisal remedy as a critical minority shareholder protection (or weapon, as the verbiage may be).
We will continue to cover Japanese appraisal as further items develop.