SCOJ 2007 No.30

SCOJ 2007 No.30

(An English translation by the Supreme Court of Japan of this case information has not yet been published; however, one will be published in the Journal of Japanese Law, No. 26, 2008. Some information on this page has been translated and will not correspond exactly to the Court's official translation.)

The Bull-dog Sauce Case (株主総会決議禁止等仮処分命令申立て却下決定に対する抗告棄却決定に対する許可抗告事件) is a Supreme Court of Japan case that resulted in a landmark decision regarding hostile takeover defense plans (such as the "poison pill"). The Court held that such plans do not necessarily violate the principle of shareholder equality under Japanese statutes, even if they result in discriminatory treatment some shareholders; however, such decisions must be made by shareholders themselves, acting in the company's best interest; they cannot be made by management to protect itself. The Bull-dog Sauce case arose from the first use of a poison pill by a Japanese company, and resulted in the Supreme Court's first ruling on the subject of takeover defenses.