Comparative Analysis of Turkish and Japanese Tender Offer Regulations: Protection of Minority Shareholders

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ABSTRACT

Japan’s tender offer regulations differ significantly from Turkey’s regulations. These differences cover the powers of the regulators, events which trigger a mandatory tender offer, the need for the target company’s opinion, regulations on the tender offer price and a squeeze-out system. Highlighting these differences enables us to recognise the different approaches in Japan and Turkey to protecting minority shareholders. For example, tender offer prices in Turkey are subject to floor prices, while tender offerors in Japan can freely set the price. This difference affects the importance of the valuation report, the target company’s opinion and appraisal rights. Further, the Turkish Capital Market Board’s broad authority contributes to the protection of minority shareholders, while Japan, which does not have a similar authority, has developed a different tender offer practice including organizing an independent committee. In essence, this comparative study aims to explore these two countries’ tender offer regulations.

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