The Research Of New Shares Right Of Japanese Company Law

This paper into four parts.The first part describes the origin of new stock reservation rights, and it's quoted in the Japanese law process and application.Appointment of new shares is a kind of stock option right.Stock options is derived from an even earlier date of employee stock ownership plan.Stock options, refer to the buyer after the delivery of the premium specified in the contract made before the maturity date or price in accordance with an agreement to buy or sell a certain number of rights related to the stock.It was originally produced in the United States around 1940, the original intention was to avoid the establishment of a director's salary to be eaten by the high level of personal income tax rate.To the 80s last century, with the rise of Silicon Valley high-tech enterprises, the role of the stock option system into the company's directors an incentive mechanism.Then, with the development of the stock option system, from which they differentiated the new shares subscription rights and shares described in this article should focus on the right appointment.Japan law introduced the stock option system is in the mid 90 century.November 1995, adopted a "specific new business method," and then in May 1997 by amending the Commercial Code, the official introduction of the stock option system.However, at this stage, the law of the stock option system, with many restrictions.First of all, the object can only be given provided that company directors, but only as a kind of compensation is given; Secondly, the number of issued only 10% of the company issuing new shares; the exercise of shareholders during the General Assembly resolution 10 years after the end of with in.And given the way in there own ways and new share subscription rights of shares of different ways.These limitations severely restrict the company's stock option system applications.Thus, in the 2001 Commercial Code amendments, on the basis of the stock option system has introduced a new share reservation rights system.The introduction of new stock reservation right to cancel the original system of constraints, and provides for appointment of new shares may request the right to transfer its holding company's own shares rather than issuing new shares.Then again in 2005 amended the Commercial Code, Commercial Code, Company Law formally separated from the only one to remain in the general part.This time again the right system for appointment of new shares made some provisions, then the formation of the Company Law in Japan now shares the right of reservation system.The second part is the concept of new stock reservation rights, and it and other Discrimination between related concepts.The so-called right of appointment of new shares, means the right to issue new shares and reservation of the right agreement between the companies, according to the agreement within a certain period in the purchase price of a certain number of shares issued by the company the right.Is a choice.Is mainly a means of financing.The relatively new shares subscription rights is a priority.Is the time when the company issued new shares, giving a priority to buy the original directors of the company the right to newly issued shares.Is the right remedies for shareholders.As for the appointment of new shares attached to the right of corporate bonds and new shares subscription rights attached to corporate bonds are a claim.Only on the original bond has attached to the right of appointment of new shares and new shares subscription rights only.The third part describes the functions of new stock reservation rights.Naoto Nakamura as its "new will try to" put it in, shares of stock options the right to make an appointment with the combination of other financial products to meet the many diverse corporate finance as a means.The initial aim is to produce better broaden the financing channels for enterprises.Thus, the most fundamental right of appointment of new shares, or the most basic function, that is financing.In the top of this, through continuous development and evolution, was the term applied to the subsequent acquisition and the process of anti-M.M & A business development resources, occupation, sector strengths and move into the market the most convenient way.Shares the right to make an appointment in the role of this part of the acquisition of which, I cited the U.S. acquisition of Japan's Seiyu Wal-Mart example.Wal-Mart is not the beginning, buy a big way, Seiyu shares, but with less capital, appointment of new shares purchased Seiyu right, tentatively into the Japanese supermarket market, and only step by step implementation of the Western Friends of the merger plan.The use of anti-merger, the new share reservation rights are primarily intended to prevent the negative impact of TOB to prevent sub-master control over operations director of M & A activity will occur.This reservation of the right use of new shares against TOB measures are called "poison pill strategy."Japan's more famous for its use of the case is "Livedoor bought Nippon Broadcasting case."This case led by the Japanese academic appointment for the right to issue new shares of rationality, ultimately concluded that the right to issue new stock reservation must be conducive to the interests of the company, that company's value realization.The fourth part of the new shares the right to operate an appointment process.The release mechanism, the right of appointment of new shares and new stock issues are almost similar.In the exercise of the procedure, the right of appointment of new shares divided into two steps.The first step is the appointment of new shares to obtain the right to right itself.The second step is the appointment of new shares to buy new shares by the right people to achieve their rights.In addition, this section also includes the transfer of new stock reservation rights, the elimination of the right to new shares and appointment of new shares against the reservation of the right elements of the relevant regulations.