Book Review: Hostile Takeovers and Activists

Book Information

Title: Hostile Takeovers and Activists
Author: Hiroshi Ota
Publisher: Iwanami Shoten
Publication Year: 2023

Review

First of all, the content itself was extremely interesting.
Because it cites not only historical lineages and Japanese cases but also examples from the United States and Europe, it was very useful for getting an overview of hostile takeovers and activist activities.

In my case, I was reading with an interest in what to consider when investing in stocks to lead to profits, so I was grateful that the following points were summarized.

• Characteristics of companies that are easily targeted by activists and hostile acquirers

• Means of hostile takeovers

• Methods activists use to shake things up

• Countermeasures that the target company can take

• Regulatory status in each country

• Changes in the approaches of activists and hostile acquirers

In particular, to learn about regulations, I read a textbook on the Financial Instruments and Exchange Act prior to this book, but I think it would have been easier to understand the parts I was interested in if I had read this book first to get an overall map.

Next, the situations covered in this book involve perspectives from various positions.
Since the objectives of activists, acquirers, target companies, existing shareholders of target companies, directors of target companies, and regulatory authorities differ, what is considered a good result will likely differ as well.
In addition to these, there are also positions such as employees, professionals who provide support like legal and financial advisors, and beneficial owner shareholders.

Because of these differences in position, I think there may be cases where the content of this book is emotionally unsatisfying.

Even so, I think it is a book worth reading because understanding the current situation is necessary regardless of one's position.

Books that are interesting to read in conjunction

The following book by a prominent activist investor looks at activist behavior from a different position than this book, so I think reading it together will deepen your understanding.

In order to understand topics such as M&A, TOB, and takeover defense measures, if you do not have legal knowledge, it is like watching a game of shogi without knowing the rules; you cannot understand which side has the advantage or what the intent behind the actions is. I think that by roughly learning the Financial Instruments and Exchange Act and the Companies Act, you can understand the content of this book more deeply.

I am about to read a book on the Companies Act, so I will cite the text on the Financial Instruments and Exchange Act that I read the other day as an example.