Abuse of Shareholder Rights — A Solution for Japanese Companies Act and Comparative Law Analysis on Hypothetical Case/ 【Appendix】"Shareholders' Right to Propose" under the 2019 Amendment of Japanese Companies Act

Abstract

This paper presents a solution for Japanese Companies Act and comparative law analysis on hypothetical case regarding “abuse of shareholder rights”. It is based on “Mathias Siems and David Cabrelli (eds), Comparative Company Law - A Case-Based Approach, 2nd edition (Oxford, Hart Publishing, 2018)” which I participated in writing as one of the co-authors. In that book, this case was prepared by German scholar, then lawyers from 12 countries (9 European countries, US, Japan and South Africa) responded to it based on their own law, and finally, based on these 12 case solutions the questioner wrote the case report. This paper added the results of joint research with lawyers and businessmen from various jurisdictions at Waseda University L.L.M. and Business School, based on hypothetical case. With the addition of Belgium, China, South Korea, Taiwan, Singapore and Brazil as new jurisdictions, consequently comparative law research covering 19 countries have conducted. In particular, research on corporate law in Asian countries has been strengthened. Also it was tried to explain and analyze the solutions of European countries from a practical point of view. (The author is solely responsible for this paper, but details of case studies in some jurisdictions and comparative law research with Japanese law will be posted separately at a later date.) Also, in the Appendix, I will explain the limitation of abusive exercise of shareholders’ rights to propose under the 2019 Amendment on the Companies Act in Japan. This Amendment limits the number of proposals that companies with boards of directors can request shareholders to be notified of the details before the general shareholders meeting to 10 in principle. There, consideration has been given so that necessary proposals can be fully proposed. In addition, the introduction of restrictions on the content of proposals and the purpose of exercising shareholders’ rights to propose was forgone. It can be said that restrictions have been placed only when there is a high need for measures against abusive exercise.