Newsletter
Base Date for Determining Deadline for Exercising Appraisal Right by Objecting Shareholders in Short-Form Mergers and Acquisitions
According to Article 12 of the Corporate Mergers and Acquisitions Act ("M&A Act"), when a company conducts a merger or acquisition as defined under the M&A Act, upon meeting certain requirements, objecting shareholders may exercise appraisal right to request the company to buy back their shares at the fair market price. However, the M&A Act is silent on the base date for determining the deadline for the objecting shareholders to exercise the appraisal right and for the company to pay the purchase price to the objecting shareholders.
Given the above, the Ministry of Economic Affairs issued two rulings on 21 March and 21 April 2016, advising that by applying mutatis mutandis to Article 316-2 of the Company Act, the date on which the board of the directors adopts the resolution for a short-form merger or acquisition should be the base date for determining the deadline for the objecting shareholders to exercise the appraisal right and for the company to pay the purchase price to the objecting shareholders.