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The Banking And Securities Scandals And Fundamental Theories Of Commercial Jurisprudence, Seiji Tanaka, Yutaka Nakamura
The Banking And Securities Scandals And Fundamental Theories Of Commercial Jurisprudence, Seiji Tanaka, Yutaka Nakamura
Washington International Law Journal
The recent Japanese banking and securities scandals are among the most serious events that the Japanese business community has ever experienced. This article, written by Professor Seiji Tanaka, and translated by Yutaka Nakamura, analyzes these events applying positive laws from Professor Tanaka's standpoint, emphasizing the social responsibilities that corporations should have in Japanese society. The article relies on the basic purposes and provisions of the Japanese Commercial and Civil Codes and establishes organic principles of social responsibility for Japanese corporations to follow. Finally, the article emphasizes that a high standard of conduct, based on these principles of social responsibility, is …
Establishing A Stock Corporation In Japan After The 1990 Revision Of The Commercial Code, Bruce W. Maclennan
Establishing A Stock Corporation In Japan After The 1990 Revision Of The Commercial Code, Bruce W. Maclennan
Washington International Law Journal
The most recent revision of the laws governing the incorporation of a kabushiki kaisha—stock corporation—in Japan brought an increased capitalization requirement, made it possible for one person to perform the incorporation, and removed the necessity of having a court-appointed inspector examine certain transactions undertaken in the process of incorporation. Additionally, FECL and Anti-Monopoly Law reporting requirements for inward direct investments have recently been liberalized. These and other revisions designed to increase creditor protection and streamline the process have changed incorporation procedures considerably. This comment examines these statutory changes and describes in detail the process of incorporating a subsidiary of …
Corporate Governane—The Role Of Special Litigation Committees, Charles W. Murdock
Corporate Governane—The Role Of Special Litigation Committees, Charles W. Murdock
Washington Law Review
In reviewing decisions of a special litigation committee, courts have generally applied the business judgment rule to the "second-tier" decision by the committee when it moves to dismiss litigation challenging alleged "first-tier" wrongdoing. While all courts inquire into the independence and good faith of the committee, and the adequacy of its procedures, a judicial split exists as to whether the court can inquire into the substantive reasons why the committee believes the litigation should be dismissed. This Article analyzes the nature of structural bias and contrasts the procedural rights which a plaintiff possesses in a judicial proceeding with the lack …