The Pearl Harbor file is an action manual that you prepare in advance assuming cases that are subject to hostile takeovers. For example, when hosting a hostile takeover, you can create intriguing data on your company using persuasive information such as internal financial data, sales data, marketing data, etc. to persuade the White Night. If you are developing a new company, it will take time for the company to be able to generate profits, or it can be a loss without creating a profit. However, rather than launching a new company, M & A is an effective means of acquiring a company that has produced sufficient results, or strategically in terms of legal affairs if it is to capital participation. M & A can securely secure profits by holding companies that have already offered profits equal to or greater than a certain amount, or by investing. There is also a merit that you can also conduct a wide range of strategies, such as raising funds for each department and separating unprofitable departments. However, as such acquisitions become a hostile takeover as a side to be acquired, it is necessary for the acquirer to take some countermeasures.
Simulation at hostile takeovers
According to the provisions of the Company Law, mergers and acquisitions will require two-thirds or more of the general meeting of shareholders, and strict requirements will be stipulated in advance by stipulating stricter clauses in the articles of incorporation. Assuming a case to be subject to such hostile takeover, the action manual that we prepare in advance is called Pearl Harbor file. The first step in the policy is to lower the shareholding ratio, but if the number of shares increases as a result of issuing new shares or stock acquisition rights, the individual shareholding ratio will fall. However, it can be said that introduction of new stocks and issuance of stock acquisition rights requires hurdles to be implemented since it requires procedures at general shareholders’ meetings. The second of the measures is to limit the voting rights, but if you introduce it there is the merit that you can not invalidate or stop an injunction even to the court. However, a public company can not exceed one-half of the issued shares, and it is required to take countermeasures that will not be exceeded when exceeded. Since there are several defensive measures, it will be an effective means if you combine the good aspects of various measures.