2011 Fiscal Year Final Research Report

The adjustment of the interests between the controlling corporation and controlled corporation and regulation for the corporate directors

Research Project

Project/Area Number	21530083
Research Category	Grant-in-Aid for Scientific Research (C)
Allocation Type	Single-year Grants
Section	一般
Research Field	Civil law
Research Institution	Kyoto University
Principal Investigator	KITAMURA Masashi 京都大学, 大学院・公共政策連携研究部, 教授 (90204916)
Project Period (FY)	2009 – 2011
Keywords	商法 / 会社法
Research Abstract	This research deals with issues relating to the adjustment of interests between the shareholders of controlling corporations and the minority shareholders of controlled corporations. As to the protection of the shareholders of controlling corporations, I pay my attentions to the rule that a shareholder of parent corporation can bring a derivative action on behalf of a subsidiary, and the rule that a general meeting of parent corporation can intervene in a basic change of subsidiary. As to the protections of the minority shareholders of controlled corporation, I pay my attentions to the duties and liabilities of the controlling corporations and their directors to the controlled corporation if controlling corporations exploit profits from the controlled corporation.