Libility of Director in management Negligence

Research Project

Project/Area Number	07620027
Research Category	Grant-in-Aid for Scientific Research (C)
Allocation Type	Single-year Grants
Section	一般
Research Field	Civil law
Research Institution	Kobe University
Principal Investigator	KONDO Mitsuo Kobe University Faculty of Law Professor, 法学部, 教授 (40114483)
Project Period (FY)	1995 – 1996
Project Status	Completed (Fiscal Year 1996)
Budget Amount *help	¥1,600,000 (Direct Cost: ¥1,600,000) Fiscal Year 1996: ¥600,000 (Direct Cost: ¥600,000) Fiscal Year 1995: ¥1,000,000 (Direct Cost: ¥1,000,000)
Keywords	Derivative Suit / LiAbility of insurance / management negligence / 経営上の過失 / 株主代表訴訟 / 損害賠償 / 責任救済 / 権利の濫用
Research Abstract	In 1993 Japanese Corporate Law was reformed. After that we have more and more derivative suits. In some of them, the dameges are tremendous amount. Many directors are afraid of the derivative suits which are wrongfully brought by specific shareholders. We need some protection for directors from "strike suits". In the United States, Business Judgment Rule, liability insurance and indemnification protects directors. (Section) 102 (b) of Delaware General Corporation Law provides that the Certificate of incorporation may contain any of the following matters : A provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director. In England company act permits corporation to pay premiums of director's iability insurance. In Denmark corporation low gives judges wide latitude of deciding the amount of monetary damages of directors. In Japan, we need reform some system of deirector's liability, especially eliminating of laibaility, premium payment of liability insurance, amounts of monetary liability of directors.