2017 Fiscal Year Final Research Report
Shareholder Derivative Suits and inspection right: Comparative analysis of the system in Japan and the US
| Project/Area Number |
26380140
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| Research Category |
Grant-in-Aid for Scientific Research (C)
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| Allocation Type | Multi-year Fund |
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| Section | 一般 |
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| Research Field |
Civil law
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| Research Institution | Doshisha University |
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Principal Investigator |
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| Project Period (FY) |
2014-04-01 – 2018-03-31
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| Keywords | 株主閲覧権 / アメリカ会社法 / 株主代表訴訟制度 / 弁護士 / 開示免除特権 |
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| Outline of Final Research Achievements |
The purpose of this study was to determine whether Japanese shareholder inspection right system should reform in the future. Here I compare the system and cases in Japan and the US. In analyzing Delaware cases, I recognized that shareholder must demonstrate by a preponderance of the evidence that there exists a credible basis to find probable corporate wrongdoing. A mere statement of a purpose to investigate possible mismanagement or wrongdoing will not entitle a shareholder to inspection relief. Because standard of review about credible basis is not established enough in Japan, showing such American standard in detail is significant. I also analyze Delaware cases about attorney-client privilege when the Corporation is a client. It is significant to analyze the balance between shareholder need to get information and corporation's need to keep confidentiality document and the requirements to inspect confidentiality documents.
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| Free Research Field |
民事法学（会社法・企業組織法）
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