Rules and Regulations on Conflict of Interest Transactions and Copetitive Transactions in Group of Companies

2014 Fiscal Year Final Research Report

• Project/Area Number: 24530088
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Multi-year Fund
• Section: 一般
• Research Field: Civil law
• Research Institution: Kyoto University
• Principal Investigator: KITAMURA Masashi 京都大学, 法学(政治学)研究科(研究院), 教授 (90204916)
• Project Period (FY): 2012-04-01 – 2015-03-31
• Keywords: 商法 / 会社法 / 企業結合 / 利益相反取引

Outline of Final Research Achievements

This research deals with issues relating to the fiduciary duty of directors in the group of companies and the adjustment of interest between the controlling company and the controlled companies. As to the fiduciary duty, I paid my attentions to the rules and regulations on the directors facing conflict of interest transactions or competitive transactions between the companies that belong to the same group. As to the adjustment of interests between the group companies, I paid my attention to the protection of the shareholders of controlling (holding) company after the formation of company group. Before the formation of that group, those shareholders could sue the liability of the directors of the company doing real business directly and participate in the basic change of that company through the shareholders meeting. After the formation of that group, those shareholders of the holding company should be given similar rights to the controlled companies and their directors.

Free Research Field

社会科学