Overview

This book is based on the author's doctor thesis Unified Valuation Methods of the Fair Stock Price for the Shareholders' Appraisal Remedy in the Mergers and Acquisitions of the Listed Company. The doctoral thesis is basically edited, supplemented and modified based on academic papers posted and published in a couple of academic journals such as academic bulletins and Soft Law Research in the past. I was able to receive the RECOF encouragement prize of the 11 th (2017) M & A Forum. In this book, apart from the doctoral thesis, Unified Calculation Methods of the Fair Stock Price and Fair Cash-Out Price in the Equity-Holders' Appraisal Remedy by the Fully Owned Subsidiary through Two-Step Acquisitions is posted at the end of this book as the Appendix thesis (special posting). This thesis also condenses the theory related to the financial option theory that the author wishes to claim most in this dissertation. Briefly summarizing the contents of this book, M & A is one of important management strategies in corporate management in recent years. However, in connection with the consideration for acquisitions at M & A, there are an increasing number of court cases between minority shareholders and the company. In such a stock price determination trial, the Shareholders' Appraisal Remedy cases, we have to choose either Nakariseba price or Synergy distribution price at the calculation reference date. We only have to propose a calculation method by selective exercise between two standards for the determination of the fair price or fair acquisition price. It can be described as following formula. The fair price or fair acquisition price = max ( Nakariseba price, Synergy distribution price ) This means that Nakariseba price is adopted if the price exceeds the acquisition price (TOB price) meaning Synergy distribution price on the calculation reference date. In the contrary, the Synergy distribution price is adopted if not exceeding. In this formula, the nature as a financial option is inherent, but this is the essence of minority shareholders' protection. Furthermore, in this document, we applied this calculation method to individual specific trial cases and compared it with the actual price determined by the court. Table of contents is the following: Prologue Chapter 1 Theory and Case in the Request for Share Purchase / Price Determination: Stock price correction for calculating Chapter 2 Nakariseba price Regression analytic method for Stock price correction Chapter 3 Synergy distribution price Synergy price correction Chapter 4 Selective Exercise Between Two Standards for Calculating Fair Price in Share Purchase Request Chapter 5 Unified method for the Fair Acquisition Price in Stock Acquisition Price Determination Chapter 6 Conclusions and Discussions Appendix paper (special posting) Author introduction

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