Legal controls of corporate management in Japan : comparisons with common law jurisdictions

Corporate management involves various individuals, groups and organizations involved with corporations. Among them, in theory, the shareholders and directors play the critical roles in managing the corporations. Shareholders have the ultimate power in managing a corporation, and directors actually exercise these powers under the instruction of shareholders. Directors are also conferred with statutory powers to carry on the day-to-day business of their corporations. Between these two main actors within a corporation, conflicts sometimes arise. Thus, there is a need for corporate law whose functions include regulating how these powers ought to be exercised by them. This thesis attempts to analyze the legal controls regulating shareholders and directors under Japanese corporate law, primarily by focusing on legal rules governing the general meeting, through which shareholders exercise their powers, and the legal duties of directors. Through the examination of such legal controls on the general meeting and directors, it is hoped that the role of corporate law in Japanese corporate society will be brought to light. To elucidate the Japanese legal system regulating corporate management, comparison will be made to relevant areas of the law in common law jurisdictions, in particular that of Canada. This thesis also tries to shed some light on sociological peculiarities of Japanese society which may have influenced the present legal system affecting corporate management in Japan.Law, Peter A. Allard School ofGraduat