1999 Fiscal Year Final Research Report Summary
A drastic reform to monitor corporate management : the development of the new corporate system not based on the European and American one
| Project/Area Number |
09620037
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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 | KYUSHU UNIVERSITY |
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Principal Investigator |
MORI Junziro Kyushu University, Graduate School of Law, Professor, 法学研究科, 教授 (60079001)
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| Project Period (FY) |
1997 – 1999
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| Keywords | corporate governance / monitoring system / softly-structured company law / corporate governing team / cooperation of ownership and management / neutral auditor / corporate control |
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| Research Abstract |
1. This research starts from thinking that a stock company is a kind of property management making use of capital majority system. We can say now that the relationship between ownership and management has two aspects, that is, "the separation of ownership and management" and "the cooperation of (a part of ) ownership and management".
2. According to this theory, we can improve the monitoring system for the stock company drastically.
First, the object to be monitored should change from the management to the management-team.
This management-team means a team consisting of management and capital majority administrator appointing management. This management-team controls and manages the stock company.
Second, this theory leads to the neutral auditor.
This neutral auditor can play a broad and effective role of the monitoring function by cooperating with employees.
Finally, this theory can find the diversity and dynamism of the relationship between ownership and management.
The traditional theory thinks that the directors manage a stock company, and stockholders only monitor them. But, this research results teaches us that the management team should be formed flexibly to attain the maximization of the company profits. The Japanese company law is too rigid to establish corporate governance.
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