Regulation and Code of Conduct of Shareholders

2014 Fiscal Year Final Research Report

• Project/Area Number: 22330031
• Research Category: Grant-in-Aid for Scientific Research (B)
• Allocation Type: Single-year Grants
• Section: 一般
• Research Field: Civil law
• Research Institution: The University of Tokyo
• Principal Investigator: KANSAKU Hiroyuki 東京大学, 法学(政治学)研究科(研究院), 教授 (70186162)
• Project Period (FY): 2010-04-01 – 2015-03-31
• Keywords: 結合企業 / 資本市場 / 持株会社 / 利益相反 / 会社法 / 金融商品取引法 / 監督法 / ソフトロー

Outline of Final Research Achievements

Major shareholders are to be regulated on the exercising of their shareholders’ rights or influencing their invested company according to both corporate law and soft law. Ｃontrolling shareholders should conduct in related-party transactions in principle, according to the arm’s length test and subject to the appropriate disclosure requirements, in order to protect minority shareholders and the creditors of its subsidiaries. Major investment shareholders should exercise their shareholders’ rights appropriately, in order to enhance corporate governance of their invested company. On the other hand, investment shareholders should not impede the enhancement of corporate value from the mid-to-long term by engagement with the management and exercising of voting rights at shareholders' meetings. For these purposes, the strategy and conduct of institutional investors should be disclosed and evaluated in the markets according to soft law, such as Japan’s Stewardship Code, not corporate law.

Free Research Field

商法