Slovenia is the richest country in Central and Eastern Europe. The country joined the European Union in May 2004. Having satisfied the Maastricht criteria earlier than any other new EU member states, the country joined the Euro-zone in January 2007 and then served as the EU Presidency successfully in the first half of 2008. In that sense, Slovenia was the best performer among the post-socialist countries. During the period 2005–2008 the country accomplished a high economic growth. Since the capital market in this country had only a short history, companies depended mainly on debt financing. Many banks were competing with each other for market share. Slovenian banks borrowed a huge amount of funds on international wholesale financial markets and provided companies with cheap loans. In addition to core business activities, companies actively invested in non-core business activities, creating a real estate boom. Due to the Lehman shock, international financial markets suddenly became tight. Slovenian banks became unable to borrow funds from the wholesale markets. Domestic banks, in turn, were obliged to decrease credits to companies and households. Moreover, in the early 2009 external demands, especially demands on the EU markets decreased remarkably, and correspondingly exports decreased. Consequently, the domestic productions decreased. The GDP growth rate recorded –7.8 percent in 2009. Thanks to some increase in exports to the Euro-zone, the economy picked up only in the second quarter of 2010. In 2011, however, affected by the credit uncertainty in the Euro-zone, the Slovenian economy fell into a double-dip depression and further a serious crisis. Many companies went bankrupt, and the banking sector came to have a huge amount of non-performing loans. The type of the Slovenian crisis is different from that of Greece or Cyprus. First, Slovenia had a relatively sound budget until 2008. The country has not aimed to be a tourism country like Greece and Cyprus. Instead, the country had competitive manufacturing industries and her trade and current account deficits were small until recently. Second, the second wave of privatization started in 2006 mainly based on the MBO method, and Slovenian banks financed the MBO. Unfortunately, this move coincided with the Lehman shock. Third, the proportion of foreign-owned banks in the banking sector was small. Domestic capitals account for about 60 percent of the banking sector, but the state has control over major banks. In other Central and East European countries foreign-owned banks have been predominant, and therefore their parent banks have managed to support subsidiaries. In the case of Slovenia, in contrast, the government had to inject capitals to the banks repeatedly to protect the banking system, having negative influence on the state budget. In 2013 the credit uncertainty over Cyprus gave rise to concerns about Slovenia. Outside specialists think that there is no way other than asking the Troika (the EU, the European Central Bank and the IMF) for help, but the government is struggling hard to overcome the crisis by itself without relying on rescue by the Troika. This paper examines why this country fell into such a serious economic crisis.

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We discuss technology venturing as a strategic innovation management vehicle for business growth and sustenance in electronics industries. Specifically, we discuss corporate venture capital (CVC) in consumer electronics industries which have been suffering globally from a sever mega-competition, and technology venturing in which established companies may access emerging technologies of entrepreneurial startups (venture companies) and may conduct technology alliances with some of them for the purpose of R&D acceleration and outsourcing. We overview literatures in researches for CVC program since the mid 1960s from a viewpoint of the technology venturing, discuss business environment status in the consumer electronics industries, why technology venturing is needed for R&D acceleration and outsourcing, and show some CVC cases and Panasonic's practice. Then, we discuss some implications for CVC successes and give implication that both sides should maintain core competences, should respect reciprocally technology potential of each and should have flexibility toward win-win situation.

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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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