SCOJ 2007 No. 30
| SCOJ 2007 No. 30 (平成19(許)30) | |
|---|---|
| Court | Supreme Court of Japan (Second Petty Bench) |
| Full case name | Bull-dog Sauce Case (株主総会決議禁止等仮処分命令申立て却下決定に対する抗告棄却決定に対する許可抗告事件) |
| Decided | August 7, 2007 |
| Reported at | 第61巻5号2215頁 |
| Holding | |
| Discriminatory treatment of some shareholders designed to prevent hostile takeover of a company (in this case the use of a "poison pill") does not necessarily violate the principle of shareholder equality under Japanese statutes. Such decisions must be made by shareholders who deem it in the company's best interest; it cannot be a move made by management to protect itself. | |
| Court membership | |
| Chief Justice | Isao Imai (今井功) |
| Associate Justice | Osamu Tsuno (津野修), Ryoji Nakagawa (中川了滋), Yuki Furuta (古田佑紀) |
| Case opinions | |
| Majority | Unanimous |
| Laws applied | |
| Company Law Article 109-1; Company Law Article 247-1, 247-2. | |
The Bull-dog Sauce Case is a Supreme Court of Japan case that resulted in a landmark decision regarding hostile takeover defense plans (such as the shareholder rights plan or "poison pill"). The Court held that such plans do not necessarily violate the principle of shareholder equality under Japanese statutes, even if they result in discriminatory treatment some shareholders; however, such decisions must be made by shareholders themselves, acting in the company's best interest; they cannot be made by management to protect itself. The Bull-dog Sauce case arose from the first use of a poison pill by a Japanese company, and resulted in the Supreme Court's first ruling on the subject of takeover defenses.