TSE Begins Public Comment Process for Japan’s Corporate Governance Code

  “ I. Purpose The Corporate Governance Code (“Code”) has been drafted and is scheduled to be implemented in June 2015 in line with the government's growth strategy, Japan Revitalization Strategy (Revised 2014) formulated in June 2014. The growth strategy also calls for TSE’s listing rules to require listed companies to explain the reason for non-compliance with the Code. TSE will make the necessary revisions to its rules and regulations to achieve this comply-or-explain regime.

Kenju Watanabe: “Control Transaction Governance: Collective Action and Asymmetric Information – Problems and ex Post Policing”

This article is highly original and of great importance to the debate about private enforcement of corporate and securities laws in that it is the first to 1)articulate the doctrinal prerequisites for effective ex post judicial policing of fiduciaries in control transactions and 2) theoretically unify two seemingly distinct approaches to police control transactions‐‐the ex post judicial policing in the United States and the ex ante policing by the Takeover Panel in the UnitedKingdom. Shareholder collective action and asymmetric informatio