2017 Fiscal Year Final Research Report
Regulating large block share issuance: will the shareholder meeting's decision right strategy be a silver bullet?
| Project/Area Number |
15K03202
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| Research Category |
Grant-in-Aid for Scientific Research (C)
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| Allocation Type | Multi-year Fund |
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| Section | 一般 |
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| Research Field |
Civil law
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| Research Institution | Nagoya University |
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Principal Investigator |
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| Project Period (FY) |
2015-04-01 – 2018-03-31
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| Keywords | 民事法学 / 会社法 / 新株発行 |
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| Outline of Final Research Achievements |
Is it better to leave the board of director power to issue a large block of shares or shareholder meeting should keep the power? Recent academic and regulatory trends in Japan favor giving the power to shareholder meeting. The trend reflects stricter view against abusive use of the power.
In contrast, this research project looks to side effects or dark side of depriving the power to issue shares from the board. First, if shareholder meeting exclusively owns the power to issue a large block of shares, the board would lose the most effective tool to resist a control shareholder who harms the firm or other shareholders. Second, giving the power to shareholder meeting might loosen the entire rule on share issuance. The fundamental issue under current system is court's unwillingness to review a board decision strictly enough. If the decision is made by shareholder meeting, the courts might further defer it regardless of shareholder's conflicting interest and other unfiarness.
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| Free Research Field |
会社法
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