Shareholders Action And Director S Responsibility In Japan
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Shareholders Action And Director S Responsibility In Japan
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Author : Mitsuru Misawa
language : en
Publisher:
Release Date : 2008
Shareholders Action And Director S Responsibility In Japan written by Mitsuru Misawa and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008 with categories.
The New York Daiwa Bank scandal in 1995, which involved Daiwa Bank's concealment of the $ 1.1 billion in losses from the illegal funding of U.S. Treasury bonds, resulted in the most severe economic penalties ever imposed by the United States on Japan. In that sense, the fact that, while the particular New York branch had been audited by an auditing company, inspected by both the Japanese and U.S. banking supervisory authorities, and had been subjected to internal auditing by the bank's internal American auditor, it was never demonstrated that there was any deficiency in the method of storage balance confirmation. Furthermore, the Bank and its directors may have been responsible for the disclosure of important information under the Securities and Exchange Law of Japan, as Daiwa Bank's stock was traded on Japan's stock market.The minority rule states that the insider (officers, directors, and majority shareholders owning more than 10% of the stocks) of a company is construed to have a fiduciary relation with a stockholder in a stock trading so that the former has to make a complete disclosure on all important matters. While numerous investors, in addition to Asahi Seimei, must have brought Daiwa Bank's stock prior to the disclosure of the incident and incurred damage due to the price drop of the stocks, there is no legal remedy based on the Securities and Exchange Law of Japan.
Corporate Governance And Managerial Reform In Japan
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Author : D. Hugh Whittaker
language : en
Publisher: OUP Oxford
Release Date : 2009-10-29
Corporate Governance And Managerial Reform In Japan written by D. Hugh Whittaker and has been published by OUP Oxford this book supported file pdf, txt, epub, kindle and other format this book has been release on 2009-10-29 with Business & Economics categories.
Japanese corporate governance and managerial practice is at a critical juncture. At the start of the decade pressures mounted for Japan to move to a shareholder-value driven, 'Anglo-American' system of corporate governance. Subsequent changes, however, may be seen as an adjustment and renewal of the post-war model of the Japanese firm. In adapting to global corporate governance standards, Japanese managers have also been reshaping them according to their own agenda of reform and restructuring of decision-making processes. The board's role is seen in terms of strategic planning rather than monitoring, and external directors are viewed as advisers, not as representatives of the shareholders. Managers have adopted a variety of defences against hostile takeovers, including poison pills in some cases. Although shareholder influence is more extensive than it was, central aspects of the Japanese 'community firm' remain in place. The commitment to stable or 'lifetime' employment for a core of employees, although coming under severe pressure, is still an important point of reference for Japanese management. Corporate Governance and Managerial Reform in Japan is based on detailed and intensive field work in large Japanese companies and interviews with investors, civil servants, and policy makers in the period following the adoption of significant corporate law reforms in the early 2000s up to the months just before the global financial crisis of 2008. The Japanese experience suggests that there are limits to the global convergence of company law systems, and that the widespread association of Anglo-American practices with the 'modernization' of corporate governance has been misplaced. This conclusion is unlikely to be altered - it may be reinforced - by reactions to the financial crisis.
Corporate Governance
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Author : Simon Learmount
language : en
Publisher: Oxford University Press on Demand
Release Date : 2004
Corporate Governance written by Simon Learmount and has been published by Oxford University Press on Demand this book supported file pdf, txt, epub, kindle and other format this book has been release on 2004 with Business & Economics categories.
This book explores current thinking on corporate governance by way of a detailed study of the governance practices of fourteen Japanese companies. The author was granted extensive access to these Japanese companies, as well as to their partner companies, their shareholders, and their banks, and is therefore able to provide a detailed insight into the way that Japanese companies are actually governed on a day-to-day basis. The book suggests that current mainstream conceptualizations of corporate governance are inadequate, as they do not help to understand the way that these Japanese companies are directed and controlled in practice. In the majority of cases, governance operates through a system which draws on the reciprocal obligations, responsibilities, and trust generated in everyday interactions at the individual and organizational level. The conclusions of the research have important implications not only for our understanding of the Japanese system of corporate governance, but also for international corporate governance policy and research in general. In particular, the book commends greater recognition that alongside the currently dominant concern 'controlling' the behaviour of company managers, the governance of companies might equally be considered in terms of the responsibilities, reciprocal obligations, and trust inherent in everyday interactions. The book is equally accessible and relevant to both academics and to those involved with corporate governance issues on a day-to-day basis, including financial services providers, lawyers, policymakers, and company directors.
Transforming Corporate Governance In East Asia
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Author : Curtis Milhaupt
language : en
Publisher: Routledge
Release Date : 2008-06-18
Transforming Corporate Governance In East Asia written by Curtis Milhaupt and has been published by Routledge this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008-06-18 with Business & Economics categories.
Pt. 1. Japan -- pt. 2. Korea -- pt. 3. Greater China (the Mainland and Taiwan) -- pt. 4. Analysis and commentary.
Corporate Governance In Japan
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Author : N. Demise
language : en
Publisher: Springer
Release Date : 2016-08-23
Corporate Governance In Japan written by N. Demise and has been published by Springer this book supported file pdf, txt, epub, kindle and other format this book has been release on 2016-08-23 with Business & Economics categories.
This book is the result of an international comparative study of corporate governance begun in 2002, and provides analysis of the issue as it applies to management, moral hazards, accounting practices, and the institutional investor from both a Japanese and a global perspective. The study presents a view of the company as an entity that not only maximizes profit for stockholders but that also has a social role to play in maintaining a sustainable society.
The Fiduciary Duties Of Directors Of The Companies Facing M As In Delaware And Japan
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Author : Hidefusa Iida
language : en
Publisher:
Release Date : 2018
The Fiduciary Duties Of Directors Of The Companies Facing M As In Delaware And Japan written by Hidefusa Iida and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2018 with categories.
This paper studies the relationship between the Revlon duties and the principle of maximizing shareholders' interests, and its position under the systems of Corporate Law, and then identifies the characteristics of relevant laws in Japan and Delaware. When considering the duties of directors of target companies regarding the fairness of the sale price, the right approach is to discuss how to deal with conflicts of interest and the final-period problem as issues specific to the sale of companies, rather than considering the issue based on deduction from the principle of maximizing shareholders' interests. There are two prominent features of relevant Japanese laws with respect to judicial examination of the duties of directors regarding the appropriateness of the sale price: (1) respect for shareholders' intentions and,(2) the approach of paying attention to the price itself, rather than the process of mergers and acquisitions. Among background factors is a consistency with related systems such as regulation on transactions involving conflicts of interest and regulation on issuance of new shares in Corporate Law. Therefore, in order to require revision of the duties of directors of target companies, it is necessary to present a package of reforms regarding relevant systems as a whole.
Directors Liability A Worldwide Review
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Author : Alexander Loos
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2016-09-01
Directors Liability A Worldwide Review written by Alexander Loos and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2016-09-01 with Law categories.
This acclaimed reference book for international business lawyers first appeared in 2006, with a second edition in 2010. Now in its third edition, and once again published in conjunction with the International Bar Association, this comparative study of a crucial issue in corporate law gives practitioners a powerful and decisive tool for ascertaining and comparing the law affecting directors’ liability in today’s globalizing economies. Covering nearly fifty jurisdictions worldwide (including eight not previously covered), the third edition affords senior lawyers in major firms the opportunity to provide concise, detailed, and easy-to-understand summaries on his or her home law on directors’ liability. Authors whose research appeared in earlier editions have updated their chapters, and the case law summarized and analysed now reflects published cases through the end of March 2016. The contributions describe the relevant law in force in each particular jurisdiction, along with an insightful discussion of trends and future prospects. For each of the different jurisdictions the authors detail and explain such factors as the following: - national legal theories of director liabilities; - recent cases dealing with directors’ liability; - corporate governance; and - indemnification and insurance. Where applicable, coverage also includes the legal implications of jurisdictional variations in such matters as judicial review, lawyer directorship, directors’ reliance on outside professionals, and the effect of the European Action Plan. References have been thoroughly updated throughout, and include many new online sources. This publication will be of enormous value to legal practitioners, whether in private practice or in the legal department of a globally active company, as a comprehensive and easy means of access to the law of foreign jurisdictions on directors’ liability.
Cases On International Business And Finance In Japanese Corporations
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Author : Mitsura Misawa
language : en
Publisher: Hong Kong University Press
Release Date : 2007-10-01
Cases On International Business And Finance In Japanese Corporations written by Mitsura Misawa and has been published by Hong Kong University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2007-10-01 with Business & Economics categories.
While Japan's export-oriented economy has been advancing with astounding speed, significant differences remain between the management philosophy and techniques used within Japanese companies and those used in the West. These include the significant differences in the use of capital budgeting techniques, economic and political assessment of projects, decision-making styles, and techniques of corporate governance.
Japanese Corporate Governance
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Author : David H. Kaufman
language : en
Publisher: Pacific Institute Publishing
Release Date : 1994
Japanese Corporate Governance written by David H. Kaufman and has been published by Pacific Institute Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 1994 with Business & Economics categories.
Corporate Governance Principles A Japanese View
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Author : Corporate Governance Committee
language : en
Publisher:
Release Date : 1999
Corporate Governance Principles A Japanese View written by Corporate Governance Committee and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 1999 with categories.
The globalization of the marketplace has ushered in an era in which the quality of corporate governance is a crucial component of corporate survival. The compatibility of corporate governance practices with global standards has also become an important part of corporate success. The practice of good corporate governance has therefore become a necessary prerequisite for any corporation to manage effectively in the globalized market.The publicly-owned corporation, a basic component of corporate society, is actually a system of cooperative relationships between various stakeholders, including shareholders, employees, clients, suppliers, creditors, and management. But shareholders in particular are given a special position. As owners of the company, they are the last risk-takers who are entitled to claim the residual profits of the company. Under the system of private ownership, shareholders are granted the right of governance over the company for the benefit of their own interests. This idea forms the foundation for the corporate governance concept.In publicly owned corporations, the board of directors is the most effective vehicle of corporate governance. The current system adopts corporate governance practices only when demanded by the shareholders. The shareholders--who may be geographically scattered--may elect directors, who in turn choose executives to effectively manage the company on behalf of the shareholders. Therefore, the executives must be responsible for pursuing the shareholders? profit with the most prudential fiduciary duty. Moreover, management executives, as the shareholders? trustees, must be fully accountable to the shareholders for their actions.The Corporate Governance Committee of the Corporate Governance Forum of Japan has formulated a set of principles to guide the future evolution of corporate governance in Japan. This is an Interim Report of the Committee.The principles listed herein are designed as a two-step formula for realizing effective corporate governance: -- Principles that should be adopted in approximately five years, along with legal reforms, are quot;Step A Principlesquot; and are indicated as [Principle A]. -- quot;Step B Principlesquot; are those which should be aimed for in the early 21st Century, are necessary (with amendments) to illuminate the path toward the globalized market, and which require legal reforms on a grand scale. They are indicated as [Principle B].