Japanese Commercial Code Revisions: Concerning Corporations

Abstract

ONE OF THE MORE CURIOUS FRUITS of the Allied Occupation of Japan is a considerably revised Commercial Code.' That the mission of any noncommunist military occupation, even one pledged to eliminate the economic basis for aggression, should include major changes in the normal business law of the occupied country is in itself a surprising fact. Even more remarkable is the Code which such a policy has evolved in Japan. On a Commercial Code of continental origin, there have been forcibly grafted certain limbs of alien, Anglo-American origin. From the viewpoint of legal esthetics, the product is far from pleasing, and in practice it has produced confusion. The first year and a half of its application has been a period of difficulty to Japanese lawyers and their corporate clients, and of bewilderment to Japanese legal scholars. There is, nevertheless, a good chance that many items of the present Code will not be repealed, even now that Japanese legislators have regained an opportunity to take independent action. The story of the conception, enactment, content, and acceptance of the recent revisions of the Japanese Commercial Code is not inspiring nor entirely a credit to American legal leadership. Nevertheless it should interest the legal scholars of other countries for, like the medical data obtained from German concentration camp experimentation during World War II, the present revision probably will remain unique. This account also possibly might prove instructive to military governors, if in the future there again are those who regard a reformation of all areas of law as their duty.