Essays in Honor of Professors Hiroyuki Kansaku and Tomotaka Fujita on Their 60th Birthdays Shohogaku no Hirogari (New Horizons in Commercial Law)

This volume is a collection of essays written by twenty-seven scholars who have been guided by Professor Hiroyuki Kansaku (Professor Emeritus of the University of Tokyo and Professor at the Faculty of Law, Gakushuin University) and Professor Tomotaka Fujita (Professor at the Graduate Schools for Law and Politics, the University of Tokyo). The book aims to demonstrate the broad and evolving possibilities of commercial law.
 
In the field of law, including commercial law, it is a long-standing custom in Japan to publish a collection of scholarly essays when a respected mentor reaches a major milestone such as their sixtieth or seventieth birthday. Former students and colleagues contribute essays as a way of expressing their gratitude for the mentor’s guidance and influence. This book is an example of that tradition.
 
Professor Kansaku celebrated his sixtieth birthday in 2022, and Professor Fujita reached the same milestone in 2024. This volume was planned and published by scholars who have benefited from the guidance of these two professors, in order to express their deep appreciation for the academic training they have received. At the same time, the book reflects the contributors’ sincere hope that Professors Kansaku and Fujita will continue their research in commercial law for many years to come and will keep guiding younger generations of scholars, including the contributors to this volume.
 
Professor Kansaku began his academic career in commercial law in 1986, and Professor Fujita followed in 1988, when both started as Research Associates at the Faculty of Law of the University of Tokyo. Since then, they have remained at the forefront of research and education in commercial law, while also making significant contributions to the development of commercial legislation in Japan. Over the years, they have devoted great effort to mentoring and training many younger scholars. This volume includes essays contributed by twenty-seven authors, all of whom have been influenced by their teaching and scholarship.
 
The research interests of Professors Kansaku and Fujita are wide-ranging, and this diversity is clearly reflected in the breadth of topics addressed in the essays collected in this volume. In addition, as the field of commercial law has expanded in recent years—most notably with the growing importance of soft law, meaning normative rules that are not intended to be enforced by courts—both professors have consistently taken leading roles in academic debate and legislative reform. Their scholarship has also demonstrated the rich potential of commercial law through a variety of research methods, ranging from traditional comparative law to approaches incorporating insights from law and economics. The title of this book is intended to capture and honor these achievements.
 
As it is not possible to introduce all twenty-seven essays here, this introduction briefly presents one contribution by the present author, Iida, entitled “Issues in the Regulation of Self-Tender Offers.” This essay examines the regulation of self-tender offers under the Financial Instruments and Exchange Act, combining empirical analysis with discussions of statutory interpretation and legislative policy. First, it demonstrates that most self-tender offers in Japan are conducted at prices below the market price and function in practice as negotiated transactions with major shareholders. Next, by comparing the regulation of tender offers for shares of other companies, the essay argues that tender offer rules should also apply, in certain cases, to on-market and off-market transactions. Finally, the essay examines the validity of share repurchases conducted in violation of tender offer regulations, and, in light of the purpose of the company law rules on the acquisition of treasury shares, presents a theoretical framework supporting the possibility that such acquisitions should be considered invalid.
 

(Written by IIDA Hidefusa, Professor, Graduate Schools for Law and Politics / 2026)