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(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,〔Osaki, Sadakazu, "The Bull-Dog Sauce Takeover Defense" at page 2. Nomura Capital Market Review Vol. 10, No. 3 Available at SSRN: http://ssrn.com/abstract=1031031〕 and resulted in the Supreme Court's first ruling on the subject of takeover defenses.〔Osaki, Sadakazu, "The Bull-Dog Sauce Takeover Defense" at page 13. Nomura Capital Market Review Vol. 10, No. 3 Available at SSRN: http://ssrn.com/abstract=1031031 〕 ==Factual Background== The Bull-Dog Sauce Co., Ltd. is a Japanese company engaged primarily in the manufacture and sale of food seasonings and sauces; it also owns and leases apartments and buildings.〔(BULL-DOG SAUCE CO., LTD. ) on Google Finance〕 Steel Partners LLC is an American hedge fund with offices in New York and Tokyo.〔(Steel Partners LLC ) at BusinessWeek.com. The main ( Steel Partners site ) provides no information about the company, however the ( Steel Partners Japan site ) contains ample information about the company's activities in Japanese and English〕 It has invested in several Japanese companies that manufacture food and beverage products, including Bull-Dog Sauce, House Foods, Sapporo, and Nissin Foods; the fund frequently becomes the largest shareholder of a target company and then attempts a takeover or is vocally critical of the company's management.〔("Steel Partners Submits to House Foods Corp. Suggestions to Improve Corporate Value" ), Reuters, 2008-04-07; ("Sapporo rejects takeover bid from Steel Partners" ), International Herald Tribune, 2008-02-26; ("Steel Partners Urges Nissin to Improve Operations, Efficiency; Offers Recommendations to Enhance Corporate Value" ), AOL Money & Finance, 2008-04-02〕 As of August 2007, Steel Partners held stakes in about 30 Japanese companies.〔("Steel Partners loses final court appeal" ), Financial Times, 2007-08-07〕 On March 30, 2007, Sapporo Holdings Ltd. shareholders voted two-thirds in favor of poison pill takeover defense measures in response to a takeover threat from Steel Partners.〔("Sapporo investors approve poison pill" ), Japan Times, 2007-03-30〕 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「SCOJ 2007 No.30」の詳細全文を読む スポンサード リンク
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