1996 Fiscal Year Final Research Report Summary
Libility of Director in management Negligence
| Project/Area Number |
07620027
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| Research Category |
Grant-in-Aid for Scientific Research (C)
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| Allocation Type | Single-year Grants |
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| Section | 一般 |
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| Research Field |
Civil law
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| Research Institution | Kobe University |
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Principal Investigator |
KONDO Mitsuo Kobe University Faculty of Law Professor, 法学部, 教授 (40114483)
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| Project Period (FY) |
1995 – 1996
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| Keywords | Derivative Suit / LiAbility of insurance / management negligence / 経営上の過失 |
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| 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.
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