Culpable State of Mind in Directors' Fiduciary Duty Regime

2015 Fiscal Year Final Research Report

• Project/Area Number: 25380098
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Multi-year Fund
• Section: 一般
• Research Field: Civil law
• Research Institution: Hitotsubashi University
• Principal Investigator: SAKAI Taro 一橋大学, 大学院法学研究科, 教授 (90284728)
• Project Period (FY): 2013-04-01 – 2016-03-31
• Keywords: 忠実義務 / 取締役 / 信認義務 / グッドフェイス

Outline of Final Research Achievements

The achievements of this research project are following: (a) compared to the failure to exercise of care in the duty of care situation, the culpable state of mind other than directors' conflict of interest requires the conscious disregard of directors' responsibilities in the duty of loyalty cases; (b) in addition to the actual knowledge of each director, the bias of the whole directors also matters when they are potentially subject to the litigation as the defendant. However, recent Delaware cases show that on the matter of demand futility in derivative suits the courts usually review the director's state of mind including good faith in prudent and deferential manner favorable to directors.

Free Research Field

会社法学