Recently, discussions of international corporate law have been accumulated in Japan. Through a revision for Corporate Law in 2005, corporations can carry out triangular mergers as a tool of international M & A (Mergers and Acquisitions) with being admitted to use cash-out mergers. However, the legal problem about cross-border mergers is not necessarily clear as a whole content. First of all, according to the corporate law market in the United States, the Delaware State has become the dominant competitor to incorporate in the market for public corporations. The Delaware State adopts a special rule, the "internal affairs doctrine" (IAD). The Delaware court in Rosenmiller applied Delaware law to a Delaware corporation under the IAD despite a New Jersey choice-of-law clause in the firm's shareholder agreement. Under Japanese law, the IAD matches with the theory of the application of the allocation to corporations in the aspect of cross-border mergers. Also, when the IAD conflicts with a choice-of-law clause in the merger agreement, both law can be applied from the interpretation of the Act on General Rules for Application of Laws § 7, because the intentions of the parties can be considered in each situation.
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