「買収プレミアム」と株式買取請求に係る「公正な価格」

抄録

Ⅰ. Introduction
　In acquisitions of publicly traded companies, a “takeover premium” is usually paid to the shareholders of the target company, who are the sellers. If the consideration for the acquisition is cash, the acquirer makes a tender offer for the target company's shares, and the purchase price is often the market price of the target company's shares before the announcement of the acquisition plan plus an additional 30% or so, which is the takeover premium. If the consideration for the acquisition is shares issued by the acquirer (in the case of an acquisition through a merger or similar procedure), the merger ratio is often set in favor of the target company relative to the stock prices of the two companies before the announcement of the acquisition plan, which is the takeover premium.
　In a cash offer, the acquirer uses corporate law procedures to cash out shareholders who have not tendered their shares in the tender offer and remain in the target company, but the shareholders who are dissatisfied with the consideration delivered (which is the same amount as the purchase price in the tender offer) may petition the court to determine a “fair price” for the shares. In a merger or other acquisition in which shares are used as consideration, a shareholder who voted against the resolution approving the merger agreement may request the company to purchase his/her shares at a “fair price”. If the opposing shareholders and the company cannot reach an agreement on the purchase price, either party may petition the court to determine the purchase price. These rights are the appraisal rights. (View PDF for the rest of the abstract.)