Search

This article presents how the appraisal right, with the concept of the fair value which includes synergies, has worked in Japanese corporate law. The appraisal right gives dissenting shareholders the ability to protect their interests. The Delaware courts calculate a fair value by excluding synergy effects in appraisal proceedings. One can criticise the exclusion of synergies because the petitioners of the appraisal right might receive less than the merger price. It would be interesting to analyse how the situation changes if the fair value includes synergies. Japanese corporate law gives a good illustration for this. The revision of the Companies Act of Japan in 2005 enhanced the role of the appraisal right by empowering the Court to include synergy value into the determination of fair value. However, Japan's Court developed the doctrine to use the deal price as a fair value with a relatively lax review of the fairness of the deal process. This has resulted in an unattractive situation for petitioners of appraisal remedies, because they rarely gain profits through the appraisal remedy. Empowering minorities in black letter law does not necessarily strengthen minority protection in reality. [ABSTRACT FROM AUTHOR]

Copyright of Jahrbuch der Vereinigung für Sozialwissenschaftliche Japanforschung is the property of Iudicium Verlag GmbH and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Oppressed, outvoted, and outgunned, minority shareholders have an obvious solution for their woes: vote with their feet, sell their shares, and leave the company. But this "Wall Street Rule" is only available to shareholders in publicly listed corporations; shareholders in close corporations--privately owned business entities with no market for their shares--do not have the option of easy exit. Legal solutions which enable the shareholder to voluntarily exit a company with their capital such as the oppression or unfair prejudice remedies in US and Anglo- Commonwealth corporate law--what this Article classifies as "withdrawal remedies"--are therefore vital in close corporations. However, until relatively recently, shareholders in Japan's close corporations had no access to withdrawal under corporate law, as neither of Japan's then-dominant close corporation forms offered it. By revealing how shareholder litigants, attorneys, and judges in Japan responded to the absence of withdrawal, this Article shows how Japan's experience was no outlier among nations, but instead powerfully demonstrates the importance of withdrawal remedies in practice. Later, withdrawal remedies at law for close corporations became available in Japan for the first time with the watershed Kaisha-hō (Companies Act) of 2005, which introduced a new close corporation form, the Gōdō Kaisha (GK). This Article analyzes the challenges facing Japan's new withdrawal regime and shows how comparative corporate law--armed with the law and experience of withdrawal in the United States, the United Kingdom, and Germany--offers valuable insights for the development of withdrawal in the world's second largest developed economy. [ABSTRACT FROM AUTHOR]

Outside directors are pervasive and represent one of the core aspects of good governance under the U.S. corporate model. However, Japan has recently gone through extensive corporate governance reforms which include increased roles for outside directors. This has raised questions regarding how to regulate the liability for these directors. This paper will review the concept of outside directors in order to facilitate better understanding of regulatory reforms in Japan. This paper will then examine the topic in the U.S. context and compare the major features of the phenomenon in Japan and the U.S. Finally, this paper will conclude by evaluating the implications of this analysis. [ABSTRACT FROM AUTHOR]

The article discusses whether law matters to financial capitalism as of 2014, focusing on various reported changes to Japan's venture capital industry in the 21st century, as well as information about the legal aspects of Japanese entrepreneurs. Initial Public Offering (IPO) markets and corporate law amendments in Japan are addressed, along with efforts to limit director liability in the country. Several ways in which venture capitalists gain control are examined, including stock aquisition.

Appraisal is making a comeback in Japan. Until recently, it was an underutilized and largely forgotten legal transplant introduced by the Americans during the Occupation Period (1945-1952). Following a major reform to Japan's corporate law with the enactment of the Companies Act in 2005, however, appraisal has drawn considerable academic attention and produced an unprecedented wave of appraisal litigation in Japan-much of it involving listed companies. The spotlight is now on appraisal's function as a check on managerial and controlling shareholder conduct-but why are shareholders turning to appraisal when they have other options? With a sophisticated concept of `fair value' and litigated with unique `non-contentious' procedures, Japan's appraisal is thoroughly Japanese-and effective compared to other shareholder remedies in Japan's Companies Act. The Japanese success with appraisal proves that appraisal can play a central role in modern corporate law and governance-at least within a certain corporate governance context. It is also a timely reminder that shareholder remedies need not (and probably should not) be unmodified American legal transplants, and that above all, local adaptations and context matter. [ABSTRACT FROM AUTHOR]

Despite general interest in the economic rise of Asia and in the role of law in the development of the region, the literature on comparative corporate governance in Asia is surprisingly undeveloped with respect to in-depth comparisons among Asian countries. In particular, it should be both valuable and feasible to compare and contrast corporate governance systems and practices among countries in East Asia, in light of Japan's historical influence and more recent divergences from that influence. At a recent conference sponsored by Waseda University, a distinguished group of corporate law scholars from Japan, Korea, Taiwan, and China engaged in a broad-ranging panel discussion centering on the question of the operation and reform of traditional stakeholder-oriented corporate governance systems featuring concentrated ownership and a board of directors involved in day-today management against the need to account for greater monitoring of management on behalf of shareholders. For example, the panelists agreed that the traditional internal corporate auditors (or kansayaku in Japanese) have not appeared to operate effectively in monitoring management, and to some extent they should be supplemented or replaced by outside directors. However, the scope and pace of such change varies considerably among countries in East Asia, and skepticism remains about the effectiveness of outside directors. The panel discussion highlighted both the challenges and significant potential rewards for greater scholarly collaboration in making cross-Asian comparisons in the field of corporate governance. [ABSTRACT FROM AUTHOR]

The article focuses on the contemporary evolution of corporate governance in Japan and economic debates concerning corporate purpose and accountability initiated by Adolf A. Berle and Gardiner C. Means. Topics discussed include changing roles of Boards and Directors in Japan, impact of the changing structure of shareholdings in Japanese corporations and government initiatives to revise Company law. It informs about the revision of the commercial law in Japan in 2002.

A major financial disclosure feature in Japan is that stock exchanges require firms to provide next year's earnings forecasts. This study investigates the value relevance of Japanese management earnings forecasts and their impact on analysts' earnings forecasts. First, the value relevance of management forecasts is investigated using a valuation framework provided by Ohlson (2001 ), in which firm value is expressed as a function of book value, current earnings and next year's expected earnings. The analysis yields that of the three accounting variables examined, management forecasts have the highest correlation and incremental explanatory power with stock price. Next, the impact of management forecasts on analysts' forecasts is examined. The results show that more than 90% of changes in analysts' forecasts are explained by management forecasts alone. Further analysis reveals that the heavy dependence of financial analysts on management forecasts in formulating their own forecasts may partially be attributed to the relatively high accuracy of management forecasts. At the same time, financial analysts also somewhat modify management forecasts when certain financial factors indicate that the credibility of management forecasts is in doubt. Overall, this study presents empirical evidence that Japanese management forecasts provide useful information for the market and have a significant influence on analysts' forecasts. [ABSTRACT FROM AUTHOR]

The article discusses environmental and commercial laws in Japan that extend manufacturers' responsibility for environmental protection, environmental quality, and refuse disposal. Extended producer responsibility (EPR) laws provide incentives for manufacturers to incorporate environmental considerations into product design. EPR will shift the responsibility for end-of-life products away from municipal governments toward manufacturers. An overview of EPR laws related to household appliances, automobiles, and computers are presented.

U.S. courts have seen a significant increase in the number of lawsuits involving both U.S. and Japanese corporations. In deciding these cases, U.S. courts may have to choose how to apply the attorney-client privilege to in-house lawyers retained by corporations in Japan, where the legal system and discovery rules are fundamentally different from those of the United States. U.S. courts would most likely analyze these situations under the Remy-Martin/Minolta test and recognize the attorney-client privilege only for managers of legal departments in Japanese corporations, not for other non-bengoshi (non-licensed) in-house lawyers. This will change in the near future, however, when Japanese corporations start to retain bengoshi, graduates from new Japanese law schools, as in-house lawyers. Meanwhile, Japanese corporations may still be able to protect confidential information by using legal managers, U.S. and Japanese licensed in-house lawyers, in-house lawyers acting as agents, and Upjohn memoranda. The Japanese government may also be able to support Japanese corporations by signing the Hague Evidence Convention with declaration and reservation, amending the Code of Civil Procedure provision regarding privilege, and most importantly, raising the bar passage rate for graduates of Japanese law schools. These measures would more likely protect confidential corporate information, regardless of whether U.S. courts recognize the attorney-client privilege for Japanese non-bengoshi in-house lawyers. [ABSTRACT FROM AUTHOR]

Livedoor’s attempted takeover of Nippon Broadcasting System in February 2005 marked a watershed in the history of mergers and acquisitions in Japan. The drama was played out in public, changing popular perceptions, influencing policy makers and sending managers scurrying to debate and erect legitimate defence measures in case they themselves should be targeted. Tensions on the investor relations interface were not subsequently reversed by Livedoor’s equally dramatic demise. The article considers the rise of takeover bids in Japan, responses to it, and their significance for corporate control and governance, as well as for the “community firm”. [ABSTRACT FROM AUTHOR]

The article discusses the governance of nonprofit organizations. It focuses on the missing chain of accountability in nonprofit corporation law in Japan and arguments for reform in the U.S. The definition of the terms "nonprofit organizations" or "nonprofits" in this article is narrow, only referring to those organizations incorporated under the Law for the Promotion of Specified Nonprofit Activities for Japan.

Focuses on how economic reforms and structural change in the business community have contributed to the expansion of mergers and acquisitions in Japan. Major changes in Japan's business community; Significant progress in economic reforms; Importance of mergers and acquisitions rule-making.

The article discusses the practice of corporate law in Japan. The activities of international law firms in Tokyo, Japan may be divided into inbound work from foreign clients doing their activities in the country and outbound work for Japanese companies conducting their activities abroad. Foreign offices like those in Tokyo are thinly staffed probably because of the expense of expatriate employees and the dearth of qualified professionals with the appropriate language background and a desire to live overseas. The increasing pace of activity for U.S. transactional lawyers in Japan will probably continue. The need for efficient supply of international legal services will encourage more collaboration among Japanese and U.S. counsel.

Analyzes the origins, persistence and evolution of nonlegal rules for corporate governance in Japan. Voluntary restructuring of loans for distressed borrowers in banks; Distaste of the business community to hostile takeovers; Improvement of productivity with the promise of employment stability.

• In this article, the HRM policies and practices of the Singaporean subsidiaries of Japanese and American MNCs were compared with those of local companies. The objective was to identify the impact of organizational contingencies, host culture, and headquarters influences on human resource policies and practices. • It was found that Japanese overseas subsidiaries adopted a "wholesale" localization policy, following closely the personnel practices of local companies which had similar organizational characteristics. In comparison, American personnel practices reflected greater sensitivity to variations in organizational characteristics, as well as greater headquarters influence. [ABSTRACT FROM AUTHOR]

Explores significant aspects of the contemporary Japanese legal order, drawing on the particular interests of the ten Japanese legal scholars, who had studied, most of them during the period 1954-56, in the United States under the auspices of the Japanese-American Program for Cooperation in Legal Studies. Role of law in society; Legal procedure and personnel; Legal education; Judicial review; Criminal law; Family law; Labor relations; Corporation law.