2003 Fiscal Year Final Research Report Summary
The functions of shareholders' derivative suits and outside directors in corporate governance
| Project/Area Number |
14520050
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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 | MEIJI UNIVERSITY |
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Principal Investigator |
IZUMIDA Eiichi MEIJI UNIVERSITY, Law School, professor, 法学部, 教授 (30019088)
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| Co-Investigator(Kenkyū-buntansha) |
YAMADA Tuyoshi NIIGATA UNIVERSITY, Graduate school of Law, associate professor, 実務法学研究科, 助教授 (30282966)
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| Project Period (FY) |
2002 – 2003
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| Keywords | corporate governance / director / outside director / independent director / Sarbanes-Oxley Act / Aufsichtsrat / Bilanzkontrollgesetz(Act supervising balance sheet) / ドイツ・コーポレート・ガバナンス準則 / 貸借対照表監督法 / 代表訴訟 |
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| Research Abstract |
(1)Because the introduction of outside director only is not enough in order to strengthen the system of a Japanese corporation organizing the committees (iinnkaitouseltuchikaisha), we analyzed independent directors in the American law and arrived at the conclusion that Japan needs to introduce the independent directors system too. The independent director system in U.S. comes from Special Litigation Committee. The independence of independent directors is intensified after Sarbanes-Oxley Act. To ensure the efficiency of control of management, it is necessary that the influences of CEO are excluded. So we also analyzed the American regulations.
(2)German law on share companies adopts the two-tier board system. In this system the members of the board of management are appointed by supervisory board. And The half of a supervisory board is the persons irrelevant to shareholders. To strengthen the international competitive powers of German enterprises, the amendments of company law are frequently doned afar 1994. The important revision therein is the cooperation between the accountant introduced by the KonTraG. Transparency and Publicity Act (Transparenz-und Publizitatgesetz) intensifies that. And The draft of balance sheet amendment Act and so on are announced.
(3)The Italian share company law is greatly revised by decreto legisrativo of 17 jan.2003. The principle of choise on theorgan of share company is adopted, that is the traditional system, two-tier system and single system. The last system imitates the U.S.system.
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[Book] 比較商法研究2005
Author(s)
泉田 栄一
Total Pages
309
Publisher
信山社
Description
「研究成果報告書概要(和文)」より
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