2009 Fiscal Year Final Research Report
The Legal Status of Minority Shareholders in Japan
| Project/Area Number |
19730070
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| Research Category |
Grant-in-Aid for Young Scientists (B)
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| Allocation Type | Single-year Grants |
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| Research Field |
Civil law
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| Research Institution | Kyoto University |
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Principal Investigator |
SAITO MAKI Kyoto University, 大学院・法学研究科, 准教授 (60324597)
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| Project Period (FY) |
2007 – 2009
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| Keywords | 民事法学 / 会社法 / 少数株主 / 株式買取請求権 / フランス |
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| Research Abstract |
It might be better to distinguish between the case of public companies going private or carrying out fundamental chances and the case concerning a closely held company. There are some efficiency gains in the former case. If one can effectively distinguish the cases which have efficiency gains from the ones which are not, there seems to be little need to require additional justification in the former ones, so long as dissenting shareholders are ensured a financially reasonable state. On the contrary, the interests of shareholders in a closely held company are diverse and complicated, so that the exclusion of minority shareholders from such a company would be justified with persuading grounds, as is the case with dissolution, which is subject to scrutiny of the court. As the appraisal right is not a sufficient remedy to ensure shareholders a financially reasonable state, there are cases where it is necessary for the court to intervene ex post facto and scrutinize whether the conditions of the action (merger, buyout, and so on) are reasonable. But invalidating the executed action usually has serious consequences, such as confusion in ongoing transactions, or the high cost of restoring the status quo. A more effective remedy could be a right to demand suspension of an action that will cause shareholders to unduly lose their shares or to bear a loss in the value of their shares. Building in an ex ante procedure of evaluating the corporate value like in Germany or, in a case of public companies, combining the function of appraisal right with an obligatory tender offer like in France, could also be an alternative.
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[Presentation] シンポジウム・パネル報告2010
Author(s)
Maki Saito
Organizer
Zum Minderheitenschutz im japanischen Gesellschaftsrecht , Symposium Aktuelle Fragen des gewerblichen Rechtsschutzes und des Unternehmensrechts im deutsch-japanischen Rechtsverkehr
Place of Presentation
The Westin Grand Frankfurt(フランクフルト, ドイツ連邦共和国)
Year and Date
2010-09-02
