The Nireco Poison Pill: The Impact of a Court Injunction

The emergence of a market for corporate control in Japan is a phenomenon that many commentators on Japan’s business and legal environs had been anticipating since the turn of the new millennium. A gradual decline in corporate crossshareholding and stable shareholding by financial institutions along with a concomitant increase in foreign and individual shareholders, a significant number of inefficient firms still being affected by Japan’s prolonged recession until recent years and trading at prices below their market value, and Commercial Code revisions making the legal environment more conducive to merger and acquisition activity and providing for more flexible restructuring mechanisms, all pointed to a potential hostile takeover trend akin to that which occurred in the United States during the 1980s. However, it was not until early 2005, when Takafumi Horie, CEO of the internet firm Livedoor, made an unsolicited bid for majority control over Nippon Broadcasting System, Inc., that the hostile-takeover era seemed to have officially arrived upon Japan’s doorstep. The ensuing media frenzy surrounding the rare hostile takeover attempt and the eventual decision by the Tokyo District Court to block Nippon Broadcasting System, Inc.’s issuance of stock purchase warrants to a friendly shareholder to thwart the takeover attempt compelled Japan’s government and business sectors into action. The result was a wide embrace of an ntitakeover mechanism commonly known as the “poison pill.” A Japanese manufacturer of hi-tech measuring devices was the first to officially act, when on March 14, 2005, just days after the Tokyo District Court’s first ruling in the Nippon Broadcasting case and a couple of months before the Japanese government would respond with its recommendations on the adoption of anti-takeover mechanisms, the board of directors of Nireco Co. voted to adopt a poison pill as a preliminary antitakeover device. The Nireco poison pill authorized the issuance of stock purchase warrants to the company’s current shareholders. These warrants could be exercised to dilute a hostile bidder’s shareholding in circumstances where the board of directors deems the acquisition not to be in the long-term interests of the company. However, the Nireco poison pill did not go unchallenged. On May 9, 2005, an investment fund owning 6.8% of Nireco’s outstanding shares filed a petition for a provisional injunction against the poison pill, arguing that the issuance of stock purchase warrants in the absence of a hostile bidder was grossly unfair because it would cause unforeseen financial harm to existing shareholders as well as to future shareholders. This Article focuses upon the attempt by Nireco’s board of directors to implement what would have been Japan’s first poison pill and the subsequent decision by the Tokyo courts to enjoin the preliminary anti-takeover device as grossly unfair. The authors examine the substantive and procedural characteristics of the poison pill, including the deficiencies prompting the Tokyo District Court to block Nireco its implementation, as well as the potential impact of the ourt’s decision on future business practice in Japan. By placing the court’s decision in the Nireco case within the history of jurisprudence relating to corporate issuances of new shares or stock purchase warrants challenged as grossly unfair under Japan’s Commercial Code, now the Company law, the authors seek to emphasize (1) the court’s shift away from the main purpose rule standard of judgment in favor of a reasonable means standard for evaluating anti-takeover mechanisms, whether adopted in the face of a hostile acquirer or simply as a preliminary anti-takeover device; (2) the court’s addition of pure economic harm to the list of potential harms to shareholders; and (3) lingering questions regarding the role of the general shareholder meeting in approving an anti-takeover mechanism. While the authors eschew any strong stance on the appropriateness of the poison pill within Japan’s corporate governance structure, they do predict that the judiciary will play a prominent role in the future development of anti-takeover mechanisms like the poison pill, in part due to the developments in the Nireco case

Presenilin-2 Mutation Causes Early Amyloid Accumulation and Memory Impairment in a Transgenic Mouse Model of Alzheimer's Disease

In order to clarify the pathophysiological role of presenilin-2 (PS2) carrying the Volga German Kindred mutation (N141I) in a conventional mouse model of Alzheimer's disease (AD) expressing amyloid precursor protein (APP) with the Swedish mutation (Tg2576 line), we generated a double transgenic mouse (PS2Tg2576) by crossbreeding the PS2 mutant with Tg2576 mice. Here, we demonstrate that the PS2 mutation induced the early deposition of amyloid β-protein (Aβ) at 2-3 months of age and progressive accumulation at 4-5 months of age in the brains of the mutant mice. The PS2 mutation also accelerated learning and memory impairment associated with Aβ accumulation at 4-5 months of age in Tg2576 mice. These results suggest that the PS2 mutation causes early cerebral amyloid accumulation and memory dysfunction. PS2Tg2576 mice are a suitable mouse model for studying amyloid-lowering therapies

Optimization of Microchannels and Application of Basic Activation Functions of Deep Neural Network for Accuracy Analysis of Microfluidic Parameter Data

The fabrication of microflow channels with high accuracy in terms of the optimization of the proposed designs, minimization of surface roughness, and flow control of microfluidic parameters is challenging when evaluating the performance of microfluidic systems. The use of conventional input devices, such as peristaltic pumps and digital pressure pumps, to evaluate the flow control of such parameters cannot confirm a wide range of data analysis with higher accuracy because of their operational drawbacks. In this study, we optimized the circular and rectangular-shaped microflow channels of a 100 mu m microfluidic chip using a three-dimensional simulation tool, and analyzed concentration profiles of different regions of the microflow channels. Then, we applied a deep learning (DL) algorithm for the dense layers of the rectified linear unit (ReLU), Leaky ReLU, and Swish activation functions to train and test 1600 experimental and interpolation of data samples which obtained from the microfluidic chip. Moreover, using the same DL algorithm, we configured three models for each of these three functions by changing the internal middle layers of these models. As a result, we obtained a total of 9 average accuracy values of ReLU, Leaky ReLU, and Swish functions for a defined threshold value of 6 x 10(-5) using the trial-and-error method. We applied single-to-five-fold cross-validation technique of deep neural network to avoid overfitting and reduce noises from data-set to evaluate better average accuracy of data of microfluidic parameters

Pathologically Proven Intraocular Infiltration With Adult T-Cell Leukemia/Lymphoma: Two New Cases With Either Vitreous Opacity or Aqueous Hypopyon and Literature Review of 16 Cases

This study reported 2 new patients and 16 historical cases with pathologically proven intraocular infiltration with adult T-cell leukemia and lymphoma (ATLL) to know the timing of intraocular infiltration in the disease course. The first case was a 67-year-old woman who developed bilateral vitreous opacity about half a year after the onset of acute type of ATLL that had been unresponsive to chemotherapy. She underwent vitrectomy combined with cataract surgery in both eyes. She had bilateral optic disc atrophy and localized retinal white infiltrates in both eyes. Cytological examination of vitreous aspirates demonstrated medium-sized cells with aberrant flower-like convoluted nuclei, positive for CD3, and thus indicative of T-cells. The second case was a 38-year-old man who was diagnosed acute type of ATLL at the presentation of acute kidney injury. About half a year after initial chemotherapy and allogeneic hematopoietic stem cell transplantation, he developed aqueous hypopyon in the right eye, concurrent with cutaneous and central nervous system relapse. Aqueous tap disclosed class V abnormal cells. The aqueous “pseudohypopyon” resolved in response to another round of chemotherapy with mogamulizumab. In review of 18 patients, intraocular infiltration with ATLL was diagnosed by vitrectomy in 9, aqueous tap in 3, chorioretinal biopsy in 3, and autopsy in 3. The intraocular infiltration developed concurrently with systemic diagnosis of ATLL in 5 patients, but developed later after chemotherapy in 13. In conclusion, intraocular infiltration with ATLL appears rare, and pathological diagnosis by vitrectomy and aqueous tap would help determine therapeutic plan in relapse after chemotherapy

Apple Procyanidins Suppress Amyloid β-Protein Aggregation

Procyanidins (PCs) are major components of the apple polyphenols (APs). We previously reported that treatment with PC extended the mean lifespan of Caenorhabditis elegans (Sunagawa et al., 2011). In order to estimate the neuroprotective effects of PC, we investigated the antiaggregative activity of PC on amyloid β-protein (Aβ) aggregation, which is a pathological hallmark of Alzheimer's disease. We herein report that PC significantly suppressed Aβ42 aggregation and dissociated Aβ42 aggregates in a dose-dependent manner, indicating that PC is a potent suppressor of Aβ aggregation. Furthermore, PC significantly inhibited Aβ42 neurotoxicity and stimulated proliferation in PC-12 cells. These results suggested that the PC and AP acted as neuroprotective factors against toxic Aβ aggregates

Interactions between migraine and tension-type headache and alcohol drinking, alcohol flushing, and hangover in Japanese

The aim of the study was to investigate associations between headache types and alcohol drinking, alcohol flushing, and hangover. Alcohol consumption is inhibited by the presence of inactive aldehyde dehydrogenase-2 (ALDH2) whose carriers are susceptible to alcohol flushing and hangovers. We conducted a cross-sectional study of the 2,577 subjects (men/women: 1,018/1,559) who reported having ever experienced headaches unrelated to common colds and alcohol hangovers among 5,408 (2,778/2,630) Tokyo health checkup examinees. We used a questionnaire inquiring about current and past facial flushing after drinking a glass of beer which identifies the presence of inactive ALDH2 with a sensitivity and specificity of approximately 90%. Based on ICHD-II criteria migraine was diagnosed in 419 (75/344) subjects, and tension-type headache (TTH) in 613 (249/364). We classified the headaches of the remaining 1,545 (694/851) of headaches sufferers into the category “other headaches (OH)”. The migraineurs drank alcohol less frequently than the subjects with TTH among current/past alcohol flushers and than the subjects with OH regardless of flushing category. No such difference in drinking frequency was observed between TTH and OH. Current/past flushers drank alcohol less frequently than never flushers, and the likelihood that male migraineurs would avoid alcohol drinking than men with TTH or OH was stronger among current/past flushers than among never flushers. Flushers and women were more susceptible to hangover than never flushers and men, respectively, regardless of headache type. Among never flushers, women with migraine were more susceptible to hangover than women with OH. The difference in alcohol sensitivity may partly explain less alcohol consumption by migraineurs