Transactions of the Japan Academy

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.)

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　The policy changes of the Edo shogunate known as the Kansei Reforms began in 1787 with the appointment of Matsudaira Sadanobu as chief councilor following the fall of his predecessor Tanuma Okitsugu. In 1790, as part of the reforms, the Kansei Edict prohibiting teachings other than the Neo-Confucianism of Zhu Xi was issued to the head of the Hayashi family, Rector Hayashi Nobutaka, and announced to his disciples the following day.
　Previously, in the year 1788, Sadanobu had invited the Neo-Confucian Shibano Ritsuzan from Kyoto to serve in Edo as an official scholar of the shogunate. Shibano Ritsuzan and his associates Nishiyama Sessai, Rai Shunsai and other Neo-Confucians from the western regions had been advocating a prohibition of heterodox schools. While this advocacy was indeed one influence leading to the Kansei Edict, for Sadanobu the Kansei Reforms were primarily a first step towards reformation of the education system itself and their true purpose was to correct systemic corruption and install new talent in the struggling Hayashi academy.
　Under pressure to reform the academy in response to the edict, Hayashi Nobutaka seventh generation head of the Hayashi family, fell ill and died without an heir in 1792 at the age of twenty-six. In response, Sadanobu sought to install someone sympathetic to the cause of education reform and capable of managing a transformation of the academy. In 1793, the then 26-year-old Hayashi Jussai, son of Matsudaira Norimori of the Iwamura Domain was chosen as eighth generation successor to the Hayashi family. Jussai, who had studied under the Hayashi trained scholar Shibui Taishitsu, was well known as a kanshi poet and a member of the daimyo elite literary salon Fūgetsusha. (View PDF for the rest of the abstract.)

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