The system of principles behind the directors' duty of compliance: the relationship to shareholder value maximization

2014 Fiscal Year Final Research Report

• Project/Area Number: 24530078
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Multi-year Fund
• Section: 一般
• Research Field: Civil law
• Research Institution: Tohoku University (2014); Hokkaido University (2012-2013)
• Principal Investigator: AKIRA Tokutsu 東北大学, 法学(政治学)研究科(研究院), 准教授 (30376389)
• Project Period (FY): 2012-04-01 – 2015-03-31
• Keywords: 会社法 / 取締役の責任 / 法令遵守義務 / 忠実義務 / 遵法義務

Outline of Final Research Achievements

This project analyzed a variety of legal problems about compliance of companies to explain the relationship between maximizing shareholder value standard and the duty to comply law. My research leads the efficiency standard behind the maximizing shareholder value has limitations to be applied to a variety of situations. Legal discourse form behind the duty of compliance supplies the tentative but convincing conclusion where the efficiency standard fails to lead any conclusion. Therefore, the efficiency standard's field is divided from one to be applied the legal discourse. That means the shareholder value maximization standard cannot be applied to the duty of compliance in applying the relationship to the liability of the companies’ directors.
This can influence the legal disputes in concrete form. Business judgment rule is justified to maximize the companies’ value, under the efficiency standards. Therefore, business judgment rule cannot be applied to the duty of compliance.

Free Research Field

商法