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So then could you clear up the confusion of triangular mergers being seen as hostile transactions, especially after the Livedoor and Murakami incidents?

Benes: Those were not cases of triangular mergers.  Triangular mergers are transactions that require the board to pass a resolution approving it before it gets shown to shareholders for their approval as well.  As such, they are completely friendly deals. 

A triangular merger is not a transaction done in the securities market.  It's a corporate reorganization, which can only proceed if the internal board of a Japanese company agrees first that it wants the transaction to happen.  How much more “friendly” can you get than that?

Then how did triangular mergers become viewed as hostile transactions?

Benes: Two years ago, there was an environment in which a certain number of large companies felt in danger of being “besieged”, with very little basis for that fear.   And they managed to, in a “false PR” sense, use the media to manufacture and hype unfounded notions of a threat of foreign buyout. 

But in the course of all the various failed attempts at hostile transactions, for instance by Murakami Fund, Rakuten, and Livedoor, the media became more savvy, and it doesn't report on these issues as simplistically as it used to.  It now realizes that things are much more grey than simply the “good guys” versus the “bad guys”. 

We now have healthier public debate and understanding level about these issues.  And that's a very major improvement about the environment.  So on balance, the prognosis is reasonably positive for using the constructive legal changes that have been recently instituted.

If the board of a company doesn't want the triangular merger to happen, all the managers have to do is resolve not to do it.  That's their choice.  It's like selling your house.  If you don't want to sell your house, then don't sell it.  They're in charge.