In recent years, companies have begun to show drastic movements.In particular, procedures like M & A are taking place frequently, so it is urgent to acquire relevant knowledge. There is a method called informal organization restructuring (summary merger). Abbreviated organization restructuring (abbreviated merger) is a system that allows you to omit the resolution and approval procedure at the general shareholders’ meeting of the controlling company when reorganizing between companies in a special control relationship. The special control relationship here refers to a relationship holding more than 90% of the voting rights of other companies. The abbreviated organizational restructuring system consists of an absorption merger (Article 784 paragraph 1 of the Companies Act), business transfer (Company Law 468 1), absorption split (Company Law 784 1, Article 796 1), business acquisition (Company Law 468 Article 1 paragraph 1), and is frequently used in the case of share exchange (Article 784 1, Article 796 1).
One of the M & A procedures
In order to proceed with M & A procedures, understanding about this abbreviated organization restructuring (summary merger) is indispensable. Abbreviated organization restructuring is one method of corporate acquisition procedures approved by the Company Law, so it can be effectively used. In the case of a merger, in case of merging with a subsidiary whose shareholding ratio exceeds 90% or conducting a share exchange, a resolution of the shareholders meeting is not required. Even if holding a general meeting of shareholders, it will become formal up to the case where there is circumstance to obtain approval as a matter of course, and if you hold a general meeting of shareholders it will be costly and time-consuming. Therefore, if there is a certain control relationship and it is anticipated that naturally agrees, we can omit the general meeting of shareholders and allow us to conduct corporate division, stock transfer, business transfer, merger. It is considered convenient as it does not take complicated steps. There is also a method to make use of summary organization restructuring (summary merger) complementarily when doing TOB etc. In addition, it is thought that it can be effectively utilized in the case of privatizing listed companies, that is, in case of private going private. You can also consider examining organizational organization restructuring.