星 明男

This article explores Japanese transactional lawyers’ attempts to transplant American legal practice concerning corporate acquisition contracts into Japan. Despite their extensive efforts to disseminate legal concepts originating from the common law into the Japanese legal community, their transplantation attempts produced somewhat unexpected results by the promoters of the transplant. Faced with unfamiliar drafting styles and legal concepts, Japanese courts interpreted American-style corporate acquisition contracts in accordance with traditional Japanese-style contract interpretation. As a result, attempts by Japanese practitioners at transplantation was incomplete. This incompleteness is attributable to their inattention to the differences in approaches to contract interpretation between Japanese and New York courts. New York's approach is much more formalistic and literal than Japan's. If fully aware, however, they could have filled the gap by using functional substitutes for American techniques of controlling adjudicators’ contract interpretation which would effectively operate under Japanese law. Japan's experience confirms that a widely supported view in comparative law scholarship that transplanted law does not necessarily operate in the recipient jurisdiction as it did in its host jurisdiction is applicable to the transplantation of contract drafting practices.

This research explores the impact of national culture on cross-border acquisitions. National culture can influence the ways managers cope with uncertainty, and their subsequent business decisions, as was described in seminal research by Hofstede (1991). By their very nature, cross-border acquisitions require that managers deal with different cultures and higher levels of uncertainty. We seek to understand how national culture affects value in cross-border acquisitions using data from the Asia-Pacific Rim region over the period between 2000 and 2009. The countries of this region have large cultural differences and the potential gains from acquisitions are very substantial, so these data are an excellent population for analysis. Our results show that different national cultures have an important influence on financial decisions by firms in ways consistent with classic research by Knight (2006), and also that different national cultures cope with uncertainty in different ways. We find that acquirers from countries with a high aversion to uncertainty conduct fewer cross-border acquisitions. Further, these high uncertainty aversion firms pay a higher price for control in cross-border deals. (C) 2017 Elsevier B.V. All rights reserved.