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2024 Japan Exchange Group, Inc., and/or its affiliates Status of Implementation of "Fairness Ensuring Measures" Appendix 2 August 19, 2024 Tokyo Stock Exchange Listing Department 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates 91% 4%6% ①及び②を予め決定①を予め決定事前の担保なし ⚫After the release of the Fair M&A Guidelines, the establishment and use of special committees became regular practice. ➢Special committees have been established for all recent MBOs and subsidiary conversions by controlling shareholders. ➢In line with the progress of appointment of independent directors in recent years, the number of cases in which outside directors are appointed as members of special committees has increased. ➢Regarding the authority of the special committee, when a special committee is established in a company, in most cases it is decided in advance that (1) decisions will ...
2024 Japan Exchange Group, Inc., and/or its affiliates Overview of Regulations and Practices in the U.S. Relating to MBOs and Subsidiary Conversions by Controlling Shareholders Appendix 3 August 19, 2024 Tokyo Stock Exchange Listing Department 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates Regulatory Framework in the U.S. 3 ©2024 Japan Exchange Group, Inc., and/or its affiliates Basic Regulatory Framework in the U.S. ⚫In the U.S., for transactions which squeeze out minority shareholders such as MBOs and subsidiary conversions by the controlling shareholder, the fairness of the purchase price is ensured by imposing a fiduciary duty on the directors/controlling shareholder of the company being bought (hereinafter referred to as the "target company"), and by having a court strictly examine whether the fiduciary duty has been violated. ➢If the price received was too low, it is normal for injunction requests and requests ...
2024 Japan Exchange Group, Inc., and/or its affiliates Document３ August 19, 2024 Tokyo Stock Exchange Listing Department Status of Companies Subject to Transitional Measures 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates 28 29 9 4 68 62 21 2 17 26 5 0 42% 85% 98% 100% 0% 20% 40% 60% 80% 100% 120% 0 10 20 30 40 50 60 70 80 2024年4月 ～2025年3月 2025年4月 ～2026年3月 2026年4月 ～2027年3月 2027年4月～ プライムスタンダードグロース Prime Standard Growth Current Status of Companies Subject to Transitional Measures ◆The number of companies subject to transitional measures is 274 in total * Reflects status of judgement until the end of March 2024. ➢With the increase in the number of companies ...
1 Minutes of the 17th Council of Experts Concerning the Follow-Up of Market Restructuring Date: Monday, August 19, 2024 4:00 - 5:45 p.m. Place: Tokyo Stock Exchange 15F Conference Room Attendees: See member list Watanabe, Director, Listing Department, TSE: Well, it’s time to begin, so I would like to start the 17th Council of Experts Concerning the Follow-up of Market Restructuring. First, regarding today’s attendance, Member Nagami is participating online. Now, without further ado, let’s proceed with the agenda. We will first explain today’s agenda. Ikeda, Senior Manager, Listing Department, TSE: Thank you for your continued cooperation. We have three agenda items for today’s meeting. The first item, as shown in Document 1, concerns“Status Update and Future TSE Initiatives Regarding‘Action to Implement Management that is Conscious of Cost of Capital and Stock Price’.”We would like to hear your ...
2024 Japan Exchange Group, Inc., and/or its affiliates September 27, 2024 Tokyo Stock Exchange Listing Department Revision of the List of Companies That Have Disclosed Information Regarding “Action to Implement Management That Is Conscious of Cost of Capital and Stock Price” Document 1 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates ◆The List of Companies That Have Disclosed Information Regarding“Action to Implement Management That Is Conscious of Cost of Capital and Stock Price”will be revised in the following three ways in order to better support listed companies that are proactively working to implement said management. Revision of the List of Companies That Have Disclosed Information (Reference) The Look of the New Format Please note that the layout of the list is subject to change. (3) Set a Time Limit for“Under Consideration”Status and Require Companies“Under Consideration”to Explain Their Status ⚫For companies that ...
2024 Japan Exchange Group, Inc., and/or its affiliates February 1, 2024 First edition November●2nd edition Tokyo Stock Exchange, Inc. Key Points and Examples Considering The Investor’s Point of View (Draft) This document is intended to be a reference for listed companies that are considering Action to Implement Management That is Conscious of Cost of Capital and Stock Price, and also to help listed companies that have already disclosed information related to these efforts update their information in the future. This report is based on interviews with many investors in Japan and overseas, and includes a summary of the key points of initiatives that investors expect from companies, examples of initiatives that investors deemed as fulfilling these expectations. Note: The examples in this material are provided solely for informational purposes as a reference for listed companies that are considering management that is conscious of cost of capital and ...
2024 Japan Exchange Group, Inc., and/or its affiliates November●, 2024 First Edition Tokyo Stock Exchange, Inc. Points and Examples Where Companies Are Not Aligned With Investors’Perspectives (Draft) First Edition Note: This document is a draft version prepared for discussion at the 18th Meeting of the Council of Experts Concerning the Follow-up of Market Restructuring (held on October 31, 2024). Based on the discussions at this meeting, we plan to release the finalized version by mid-November 2024, after making necessary updates. Document 4 ©2024 Japan Exchange Group, Inc., and/or its affiliates Index Introduction・・・・・・・・・・・・・・・・・・・・・・・・Page 4 I. Analysis and Evaluation of the Current Situation・・・・・・・Page 6 1. Misalignments in companies’evaluation of their current situation 2. Analysis and evaluation of the current situation is only superficial 3. Insufficient consideration given to ideal balance sheets and capital allocation policies II. Consideration and Disclosure of Initiatives・・・・・・・・Page 10 1....
1 ©2024 Japan Exchange Group, Inc., and/or its affiliates (Ref.) Stock Prices After the Request (Prime) Under consideration: +14.03% (n = 124) Not disclosed: +13.99% (n = 197) Disclosed: +27.89% (n = 1310) Included in Case Studies: +49.95% (n = approx. 40) (Estimations of stock price trends for each category (equal weightings) where prices as of 2023/3/31 are converted to 100. Disclosure status is as of 2024/9/30) 90 100 110 120 130 140 150 160 Document 7 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates Under consideration: +16.48% (n = 211) Not disclosed: +9.89% (n = 842) Disclosed: +21.09% (n = 510) Included in Case Studies: +81.52% (n = approx. 10) 90 100 110 120 130 140 150 160 170 180 190 200 (Ref.) Stock Prices After the Request (Standard) (Estimations of stock price trends for each category (equal weightings) where prices as ...
2024 Japan Exchange Group, Inc., and/or its affiliates October 31, 2024 Tokyo Stock Exchange, Listing Department Revising the Code of Corporate Conduct Document８ 2 ©2024 Japan Exchange Group, Inc., and/or its affiliates 1. Code of Corporate Conduct on MBOs and Subsidiary Conversions 3 ©2024 Japan Exchange Group, Inc., and/or its affiliates ⚫At previous meetings, we received the following comments when discussing how the Code of Corporate Conduct should look in relation to MBOs and conversions of listed subsidiaries into wholly owned subsidiaries by controlling shareholders. Previous Discussions ✓Based on the Fair M&A Guidelines and recent court precedents, it can be assessed that fair procedures are seeing progress. ✓On the other hand, some investors have also stated that fair procedures and prices are still not being achieved in some cases, and that the Fair M&A Guidelines themselves are more relaxed than in the US, so as ...
2024 Japan Exchange Group, Inc., and/or its affiliates TSE Explanatory Materials Study Group to Review Minority Shareholder Protection and Other Frameworks at Quasi-Controlled Listed Companies (Second Phase, Sixth Meeting) October 17, 2024 Tokyo Stock Exchange, Inc. Document 9 INDEX ©2024 Japan Exchange Group, Inc., and/or its affiliates I. Background and Recent Situation Regarding Parent-Subsidiary Listings II. Status of Information Disclosure on Minority Shareholder Protection and Group Management 1. Listed Companies in a Parent-Subsidiary Relationship i) Disclosure on Group Management ii) Disclosure on Minority Shareholder Protection 2. Listed Companies in a Relationship Under the Equity Method III. Items for Discussion INDEX ©2024 Japan Exchange Group, Inc., and/or its affiliates I. Background and Recent Situation Regarding Parent-Subsidiary Listings II. Status of Information Disclosure on Minority Shareholder Protection and Group Management 1. Listed Companies in a Parent-Subsidiary Relationship i) Disclosure on Group Management ii) Disclosure ...