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Full-Text Articles in Comparative and Foreign Law
The Sociedad Por Acciones Simplificada: Suggestions For Further Reform Of Mexico's First Unipersonal Limited Liability Entity, Laura K. Daugherty
The Sociedad Por Acciones Simplificada: Suggestions For Further Reform Of Mexico's First Unipersonal Limited Liability Entity, Laura K. Daugherty
Washington International Law Journal
Mexico introduced its first unipersonal limited liability entity in 2016, the Sociedad por Acciones Simplificada (“SAS”). The introduction of Mexico’s SAS is in line with legal development in Latin America as a whole, where there has been a recent trend towards introducing new unipersonal limited liability entities that are specially designed to reduce barriers to entry for burgeoning business owners and ease the requirements of owning a business entity. However, the Mexican SAS as it currently exists is uniquely overly restrictive. To remedy this, some of the current restrictions on the entity should be lifted to facilitate the functionality of …
A Quest To Increase Women In Corporate Board Leadership: Comparing The Law In Norway And The U.S., Angela R. Foster
A Quest To Increase Women In Corporate Board Leadership: Comparing The Law In Norway And The U.S., Angela R. Foster
Washington International Law Journal
Gender imbalance is a persistent problem on corporate boards the world over. Women are severely underrepresented in these important leadership positions within public companies. Norway took a big swing at inequality in 2003 by enacting a quota law requiring at least 40% representation of each gender on boards of directors of public companies. Norway now has the highest percentage of women serving on corporate boards. Through Securities and Exchange Commission regulations, the United States enacted a diversity disclosure rule that requires public companies to divulge their policy regarding gender in board hiring. The disclosure rule has proven ineffectual, and at …
Substance Overload: A Comparative Examination Of Japanese Corporate Governance Law Through The Lens Of The Daiwa Bank Case, A. Reid Monroe-Sheridan
Substance Overload: A Comparative Examination Of Japanese Corporate Governance Law Through The Lens Of The Daiwa Bank Case, A. Reid Monroe-Sheridan
Washington International Law Journal
Japanese corporate governance law is facing a period of remarkable change. In light of Prime Minister Shinzo Abe’s push for corporate governance reforms and the explosive news of Olympus Corporation’s $1.7 billion accounting scandal in 2011, academics and practitioners alike are devoting renewed attention to the rules that govern Japan’s boardrooms. This increased focus brings to the fore two key questions about Japan’s modern corporate governance principles: how have they evolved and how are they applied in practice? To answer these questions, this article revisits the Daiwa Bank case, one of Japan’s most stunning business scandals. This international criminal conspiracy …
Directors' Liability For Corporate Faults And Defaults—An International Comparison, Helen Anderson
Directors' Liability For Corporate Faults And Defaults—An International Comparison, Helen Anderson
Washington International Law Journal
Australia’s new Rudd Government has indicated to business leaders that it intends to review various aspects of corporate law, including the imposition of personal liability on directors for corporate fault. Their concern is that the present corporate law regime is causing directors to be overly cautious in making decisions, to the detriment of the efficient operation of companies and the well-being of our economy. At the same time, the government acknowledges the importance of imposing appropriate sanctions where a company or its officers fail to meet required standards. These are universal concerns. To inform this debate, this article will look …
The Representative Power Of The Shareholders' General Meeting Under Chinese Law, Charles Zhen Qu
The Representative Power Of The Shareholders' General Meeting Under Chinese Law, Charles Zhen Qu
Washington International Law Journal
Under China’s company law regime, the power to represent the company resides not in the board of directors but in an individual person called a legal representative (fading daibiaoren) who is a senior officer of the company. The mechanism of legal representative, however, is often rendered ineffective as it is inherently susceptible to abuse. The mechanism becomes dysfunctional when the legal representative is unavailable. The legal representative’s unavailability, especially when the board of directors is also ineffective, raises the question of whether the general meeting has the power to control corporate actions. To answer this question, this Article considers the …
The Nireco Poison Pill: The Impact Of A Court Injunction, Toshihiko Shimizu, Toshihiro Igi, Christopher J. Kodama
The Nireco Poison Pill: The Impact Of A Court Injunction, Toshihiko Shimizu, Toshihiro Igi, Christopher J. Kodama
Washington International Law Journal
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, …
Perverse Main Bank Rescue In The Lost Decade: Proof That Unique Institutional Incentives Drive Japanese Corporate Governance, Dan W. Puchniak
Perverse Main Bank Rescue In The Lost Decade: Proof That Unique Institutional Incentives Drive Japanese Corporate Governance, Dan W. Puchniak
Washington International Law Journal
Two of the most prominent Japanese corporate governance scholars, Professors Miwa and Ramseyer (“M&R”), have recently published numerous articles and a book setting out their contrarian free-market theory of Japanese corporate governance. According to their theory, contemporary Japanese corporate governance is, and always has been, driven by free-market forces and not government incentives. M&R’s theory is enchanting in its simplicity and universality, as it uses standard economic theory to provide a single, and seemingly logical, solution to a myriad of complex legal, institutional, historical and cultural conundrums that have challenged observers of Japanese corporate governance for decades. Unfortunately, M&R’s theory …
Introduction To The New Company Law Of The People's Republic Of China, Steven M. Dickinson
Introduction To The New Company Law Of The People's Republic Of China, Steven M. Dickinson
Washington International Law Journal
This article briefly analyzes the new Company Law and its effects on doing business in China. After a brief history of the previous version of the law, this article examines the many changes to management and articles of association, capital requirements, limited liability companies, access to corporate information, piercing the corporate veil, third party loans, and legal remedies for improper actions. It goes on to look at the impact on the structure of foreign investments and discusses the likely effects of the new law in actual practice.
The Current State Of Equity Investments By Foreign Funds [In South Korea] And Related Legal Issues, Hee Chul Kang, Eugene Kim
The Current State Of Equity Investments By Foreign Funds [In South Korea] And Related Legal Issues, Hee Chul Kang, Eugene Kim
Washington International Law Journal
On September 15, 2004, the South Korean press gave extensive news coverage to a series of private individual “Question & Answer” session meetings which the Capital Group Companies Fund (“Capital Group”) held with many of the top chief executive officers (“CEOs”) of major Korean corporations. Known worldwide as a top U.S. private equity management company, the Capital Group is currently the largest institutional investor in South Korea. As a major shareholder of large corporations such as Samsung Electronics, the Shin Han Financial Group, SK Group, and Hyundai Motors, the U.S. investment firm invited their CEOs to address questions and seek …
Reforming The Japanese Commercial Code: A Step Towards An American-Style Executive Officer System In Japan?, Matthew Senechal
Reforming The Japanese Commercial Code: A Step Towards An American-Style Executive Officer System In Japan?, Matthew Senechal
Washington International Law Journal
After more than a decade of attempting to remedy failing banks, rising unemployment, and a shrinking economy, Japan has taken a new approach to economic reform. With the hope of improving corporate profits and international competitiveness, the Japanese Diet passed legislation in May 2002 amending the Commercial Code to allow corporations to adopt an American-style executive officer system. The amendment establishes a workable new framework for more effective corporate governance in Japan and serves as an important early step in what promises to be a long road to reform. These benefits notwithstanding, its impact will be limited by the Amendment's …
Reforming The Japanese Commercial Code: A Step Towards An American-Style Executive Officer System In Japan?, Matthew Senechal
Reforming The Japanese Commercial Code: A Step Towards An American-Style Executive Officer System In Japan?, Matthew Senechal
Washington International Law Journal
After more than a decade of attempting to remedy failing banks, rising unemployment, and a shrinking economy, Japan has taken a new approach to economic reform. With the hope of improving corporate profits and international competitiveness, the Japanese Diet passed legislation in May 2002 amending the Commercial Code to allow corporations to adopt an American-style executive officer system. The amendment establishes a workable new framework for more effective corporate governance in Japan and serves as an important early step in what promises to be a long road to reform. These benefits notwithstanding, its impact will be limited by the Amendment's …
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
Washington International Law Journal
In 1947, Japan enacted the Act Concerning Prohibition of Monopolization and Maintenance of Fair Trade ("AMA"), known to some as the "Economic Constitution of Japan" because of its fundamental role in structuring Japan's economy. Among the most profound legislative provisions the 1947 AMA introduced to Japanese economic law are an absolute prohibition on pure holding companies and strict regulations upon stockholding by certain other types of companies. The legislature established these provisions as part of a plan to de-concentrate excessive economic power then wielded in the Japanese economy by large integrated enterprise complexes known as the zaibatsu. Fifty years …
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
Washington International Law Journal
In 1947, Japan enacted the Act Concerning Prohibition of Monopolization and Maintenance of Fair Trade ("AMA"), known to some as the "Economic Constitution of Japan" because of its fundamental role in structuring Japan's economy. Among the most profound legislative provisions the 1947 AMA introduced to Japanese economic law are an absolute prohibition on pure holding companies and strict regulations upon stockholding by certain other types of companies. The legislature established these provisions as part of a plan to de-concentrate excessive economic power then wielded in the Japanese economy by large integrated enterprise complexes known as the zaibatsu. Fifty years …
Potential Disregard Of The Corporate Entity & U.S. Subsidiary Invocation Of Japanese Parent's Treaty Rights, Eric K. Kawabata
Potential Disregard Of The Corporate Entity & U.S. Subsidiary Invocation Of Japanese Parent's Treaty Rights, Eric K. Kawabata
Washington International Law Journal
U.S. corporate subsidiaries of Japanese parent companies enjoy the same advantages of incorporation (e.g., liability limited to the amount of investment) and the same legal protections extended to domestically-held U.S. corporations (e.g., access to courts and various legal remedies). Thus, it would be a natural and logical assumption that U.S. subsidiaries of Japanese parent companies are required to comply with U.S. law in the same manner as domestically-held corporations. However, some U.S. subsidiaries, by asserting that they are, in reality, inseparable from their Japanese parent companies, have been allowed to avail themselves of exceptions to U.S. law under the U.S.-Japan …
Corporate Governance Reform In Russia: The Effectiveness Of The 1996 Russian Company Law, Gregory Wolk
Corporate Governance Reform In Russia: The Effectiveness Of The 1996 Russian Company Law, Gregory Wolk
Washington International Law Journal
During Post-Soviet privatization, widespread abuses of power in Russian corporations contributed to the economic malaise in that country. These abuses are attributed to the domination of firms by senior management. In January 1996, the Russian Company Law went into effect with very strong protections for minority shareholders as a means to curb these abuses. This Comment analyzes the effectiveness of the Russian Company Law in this regard over the past three years. It concludes that the law has been moderately successful given the extremely hostile conditions at the time of enactment, and thus, it is a model for other transitional …
China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han
China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han
Washington International Law Journal
As China embarks on the road to transform itself from a planned economy to one in which market forces play an increasingly important part, the corporation will play a critical role in this transformation. By outlining past and existing economic policies, this article explores how these newly sanctioned corporations will operate in China's changing economy and points outs some of the difficulties which the Chinese will encounter. The article also recommends some steps necessary for the Chinese economy to fully enjoy the benefits of efficiently operated corporations.
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 …
Business Organizations In The Philippines, Sulpicio Guevara
Business Organizations In The Philippines, Sulpicio Guevara
Washington Law Review
The Philippines is a developing nation, but development has not been as rapid as in other countries devastated by the last world war. Consequently, it is the avowed policy of the Philippines to attract foreign capital and investments, preferably under "joint-business ventures" with Filipino capitalists and entrepreneurs. The greatest deterrent to foreign investment in the Philippines was the foreign exchange controls instituted in 1949 to protect the country's deteriorating foreign exchange international reserve. However, the Central Bank of the Philippines abolished controls on foreign exchange, and business in the Philippines is now operating under a climate of comparative free enterprise.
Joint Ventures In Japan, Carl J. Bradshaw
Joint Ventures In Japan, Carl J. Bradshaw
Washington Law Review
In most aspects of establishment and operation, joint venture corporations do not differ from any other corporate enterprise. A joint venture operating in a foreign country encounters daily problems of negotiable instruments law, property law and insurance law, to name but a few, in the same way that every corporation in that country does. Thus, it may seem presumptuous to write about joint ventures in a particular country unless one is willing and able to produce a comprehensive survey of that country's legal system. There are several areas of the foreign law, however, which are primary, in terms both of …