2007 Fiscal Year Final Research Report Summary
Fiduciary Principle in Governance Problems
| Project/Area Number |
16603001
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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 |
ガバナンス
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| Research Institution | The University of Tokyo |
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Principal Investigator |
IWAI Katsuhito The University of Tokyo, Graduate School of Economics, Professor (00143355)
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| Project Period (FY) |
2004 – 2007
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| Keywords | Corporate Law / Corporate Governance / M & A Rules / Fiduciary Principle / Doctor / Patient Relationship / Information Dominance / Jananese Economy |
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| Research Abstract |
In the last decade the principal investigator has developed a new theory of corporation that maintains that a corporate firm is composed of not one but two ownership relations : shareholders own the corporation and the corporation in turn owns the corporate assets, thereby capable of generating two seemingly contradictory corporate structures - one emphasizing the supremacy of shareholders and the other the autonomy of corporate organization. The present investigation then shows that at the foundation of every corporate governance system should be the managers' fiduciary duties to the corporation and that a variety of corporate governance systems across countries is due to the difference in governance mechanisms that supplement the costly implementation of fiduciary law by courts. The second pillar of the present investigation is the construction of a unified theory of fiduciary law. The fiduciary law imposes on the fiduciaries the 'duty of loyalty' - the duty to act only in the best interests of beneficiaries. In contradistinction to some of the recent attempts to reduce fiduciary relationships to a particular case of contractual relationships, the present investigator has succeeded in characterizing the fiduciary law as a set of legally enforceable rules that regulates a socially desirable relationship between two or more parties when and insofar as any attempt to form a contractual relationship between these parties could degenerate, at least in part, into a contract by one of the parties with oneself or into a contract that amounts to a contract by one of the parties with oneself. It has also worked out a model of doctor/patient relationship as a paradigmatic example of fiduciary relationships on the basis of the assumption that doctors have informational dominance over patients even with respect to the latter's own medical state.
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