Basic Research on Civil Responsibility of Senior Officers of Cooperatives

1999 Fiscal Year Final Research Report Summary

• Project/Area Number: 10620038
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Single-year Grants
• Section: 一般
• Research Field: Civil law
• Research Institution: Osaka University
• Principal Investigator: YOSHIMOTO Ken-ichi School of Law, Osaka University, Professor, 大学院・法学研究科, 教授 (80031863)
• Project Period (FY): 1998 – 1999
• Keywords: non-profit organization / cooperative / limited liability / senior officer / civil responsibility / corporate governance

Research Abstract

In this research project, I have studied the civil responsibility of senior officers of non-profit organization, especially cooperatives.
The cooperative is an organization which is a non-profit association with a legal personality and a principle of limited liability of members. There are some legal and structural problems of cooperatives. Firstly, members of a cooperative can retire from it freely and require the pay back of their shares in assets of a cooperative despite of members' limited liability. At this point, there should be a critical argument against the case law which admits the appreciation of assets of a cooperative by current value.
Secondly, a cooperative can collect money for expenses from its members despite of members' limited liability. But this means a sort of trade-offs between a limited liability principle and members' liability for expaences. We should reexamine the concept of expenses.
Thirdly, a cooperative has a structural defects on so-called corporate governance because of non-transferability of its shares.