The Compensation System for the Misrepresentation of Publicly-held Corporations

2015 Fiscal Year Final Research Report

• Project/Area Number: 25380121
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Multi-year Fund
• Section: 一般
• Research Field: Civil law
• Research Institution: Waseda University
• Principal Investigator: WADA Munehisa 早稲田大学, 商学学術院, 教授 (60366987)
• Project Period (FY): 2013-04-01 – 2016-03-31
• Keywords: 会社法 / 金融商品取引法 / 不実開示 / クラスアクション / 民事責任 / 課徴金

Outline of Final Research Achievements

This study explored the functions of the issuer corporation liability system. I presumed that there are two functions of the liability system; to deter misleading statement or dishonest omission and; to compensate to investors who suffered from misleading statement or dishonest omission in order to enhance the integrity of the financial market. But, in this study, I suggested that there are some difficulties in the recent situation of implementation of the liability system and in the interpretation of provisions in Financial Instruments and Exchange Act because interests of many judges and scholars have overly focused on the problem of investor's damages from the misrepresentation. Finally, I concluded that we need to study about wide variety of the relating laws and systems around the issuer liability including D&O insurance, accounting system and auditing system in the future.

Free Research Field

会社法、金融商品取引法