Departmental Bulletin Paper M&A取引と差止め(2)
M&A Transactions and Injunctive Relief(2)

玉井, 利幸

16 ( 3 )  , pp.43 - 87 , 2017-11-10 , 一橋大学大学院法学研究科
This article analyzes the function of injunctive relief in the case of conflicted M&A transactions. Injunctive relief could facilitate the accomplishment of the goals of M&A jurisprudence : efficient allocation of the business resources of the target corporations and fair distribution of the value that would be created by the transactions. The conflict of interests of the directors of the target corporations would deter the achievement of allocational efficiency and distributional fairness because their decisions would be distorted by their pursuit of self-interests. Courts could redress the undesirable result caused by their distorted decisions by reviewing the transaction and granting various remedies after it has been consummated. Because ex post judicial remedies would be far from perfect and because ex post reallocation and redistribution would be insufficient, earlier judicial intervention is needed to attain the goals of M&A jurisprudence. By monitoring the conflict of interests of the directors of the target corporation in the process of the motion for temporary injunction and by enforcing the duties of the directors before the consummation of the transaction, efficient allocation of the target resources and fair distribution of the value created by the transaction could be accomplished.

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