2005 Fiscal Year Final Research Report Summary
Legal Capital : Its meaning in Japanese Corporate Law
| Project/Area Number |
16530062
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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 | Waseda University |
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Principal Investigator |
OSAKI Yasuhiro Waseda University, Faculty of Law, Professor (30139498)
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| Project Period (FY) |
2004 – 2005
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| Keywords | maintenance of capital / capital surplus / protection of corporate creditors / minimum capital requirement / legal reserves / regulation of dividends / part of net assets in balance sheet |
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| Research Abstract |
A new Companies Act was enacted in Japan in 2005. This research focused on its new regulations concerning corporate capital and corporate dividends. It investigated and analyzed the drafts of the law and its explanatory comments written by the legislators. The investigator insisted in his articles, some of which were attached to this report, and which were based on this research, that there exist some unbalance between provisions in the law and that the policy of "maintenance of capital", which was not abolished in the new law, unforrtunately became a halfway regulatory system. The cause of this "regression" of the importance of the policy of maintenance of capital was assumed the amendment of Commercial Law on June in 2001. It allowed a corporation to hold its own shares permanently and to use its capital surplus as a consideration to acquire them. It was the begging of the regression of the rule. We should estimate propriety of that amendment now.
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