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Vol.39.No.2(58) >

Title :取締役の責任軽減―取締役責任法制の転換
Authors :松本 博
Issue Date :28-Feb-2007
Abstract :The newly established Japanese corporate law delves deeply into the quintessence of responsibility (which can be considered to be the basis of the doctrine of director’s responsibilities). In fact,it constitutes a systematic overhaul that includes liability limitation as well. Due to the fact that in US corporate law there are various subtle distinctions in the individual state regulations governing the limits of responsibility and exemption from liability of directors,a straightforward comparison between US and Japanese legislation is difficult. Especially noteworthy of the corporate law in Japan is the fact that it prescribes distinct ways and means:particularly for liability exemption. Moreover,an inevitable prerequisite for decisions of the general meeting of stockholders or the board of directors in regard to the exemption from liability,is the stipulation of a certain disclosure agenda. If said disclosure requirement is not fulfilled due to concealment of important facts, in keeping with the fundamental interpretation of US corporate law,such decisions on the exemption from liability are to be understood as not having attained validity. In Japan, the maximum amount of damages that directors can be held liable for by their companies is stipulated based on the amount of their remuneration,and,by comparison to US corporate law,constitutes a considerably more strict penalization. Hence, it can be concluded that it acts as a powerful deterrent against the lack of due diligence on the part of directors.
Type Local :紀要論文
ISSN :02876620
Publisher :福岡工業大学
URI :http://hdl.handle.net/11478/865
citation :福岡工業大学研究論集
Citation :福岡工業大学研究論集 Vol.39 no.2 p.235 -253
Appears in Collections:Vol.39.No.2(58)

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