The government released guidelines Friday for companies creating defense plans to counter hostile takeover bids.

The guidelines, drawn up by the Ministry of Economy, Trade and Industry, and the Justice Ministry, emphasize the importance of getting shareholder consent before putting up measures to fend off takeovers and advises having a plan in place before any takeover attempts are made.

The guide was created in reaction to the recent high-profile acquisition battle between Fuji Television Network Inc. and Internet portal Livedoor Co., which prompted a number of major Japanese companies to quickly come up with defense measures that would hold up under scrutiny by the courts. The ministries said firms had asked them for clarification on what actions were permissible to fight off hostile takeovers.

The guidelines, which have no legal force, state that the objective of any defense should be to maintain corporate value and to protect shareholder profits, not to protect managers' jobs.

Companies should implement "reasonable defense methods and avoid excessive countermeasures," the guidelines state.

For example, reactions to greenmail tactics are often reasonable, according to the ministries, and most defenses to it would likely hold up in court.

It is more likely that the courts will approve a poison pill defense -- such as where managers issue new shares to certain shareholders to dilute a hostile bidder's stake -- if the tactic receives approval during a shareholders' meeting, is periodically subject to new shareholder approval and can be nullified if a desirable bidder appears, according to the guidelines.

"My sense is that we will see more trial and error (in creating measures) by companies and more takeover defenses" with the publication of the guidelines, said Satoshi Kusakabe, head of METI's Industrial Organization Division. "These guidelines are just that -- guidelines. They are an indication marker of the principles managers should keep in mind."

Japanese law is extremely flexible, he said, so many institutional investors and companies asked the government to tell them what defenses would hold up in court, he said.