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Category: Law
Freshfield’s “Guide for Directors of Subsidiary Companies in Japan”
Freshfield's Guide for Directors of Subsidiary Companies in Japan is well worth reading if you are adirector on a subsidiary company board and have never learned much about your duties and responsibilities under Japanese law.
Japanese Supreme Court Case – Shareholders Appraisal Rights in Demerger
Freshfields Bruckhous Deringer has produceda useful short memo summarizing the impact of the decision by the Japanese Supreme Court earlier this year regarding the appraisal rights (to receive a fair price) of an objecting shareholder in a demerger.
Tokyo’s New Anti-Organized Crime Ordinance – a Potential Corporate Governance Minefield?
Professor Colin P.A. Jones, Doshisha University Law School
In the legal universe, municipal regulation and corporate governance occupy different solar systems. This may explain why few people orbiting the sun of Japanese corporate governance may have noticed the potential significance of Tokyo’s prefectural Anti-Violent Crime Group ordinance, which was passed on March 18, 2011 and comes into force on October 1.
10 Simple Questions Many Directors Probably Can’t Answer. Can You?
Just for fun, here are some simple questions. I betmore than halfof the directors on Japanese public company boards cannot answer all 10questions correctly.
If you sit on the board of a private company in Japan, and you don't know the answers, you too may need to worry about what else you don't know.
1) How is the duty of due care interpreted in Japanese courts?What is the business judgment rule and how is it interpreted?
What Sort of Corporate Governance Improvements Should Amendment of the Company Law Focus On?
BDTI's seminar on amendment of the Company Law last Friday was a big success, with a full turnout and many incisive comments and explanations from our panelists. We would like to thank everyone who attended.
There were differences of opinion betweenthe panelistswith regard to the question of: what should be the main focus of the amendment process,in order to improve corporate governance in Japan? (I.e., what are we trying to fix? )
Morrison Foerster – SEC Will Not Appeal Proxy Access Decision; Shareholder Proposal Amendments Will Take Effect
On September 6, 2011, Mary L. Schapiro, Chairman of the Securities and Exchange Commission (SEC), issued a statement indicating that the SEC would not seek rehearing of the recent decision of the United States Court of Appeals for the District of Columbia Circuit (the Court) that vacated the SEC's proxy access rule, nor would the SEC seek Supreme Court review.
Another Look at Force Majeure and MAC Clauses After the Great East Japan Earthquake
Since the earthquake, a lot of Japanese companies – and foreign companies – realized all the more howimportant force majeure and MAC clauses can be. Thismemo by White & Case presents the basics ofthese vitally important drafting issues, which board membersneed to be aware of when assessing the risks in a transaction.
The New Anti-Corruption Rules: What Do They Mean for Multinationals With Operations in Asia?
White and Case has produced these very helpful short memos on anti-corruption laws, their implications, and what the future may hold:
The New Anti-Corruption Rules: What Do They Mean for Multinationals With Operations in Asia? http://bdti.mastertree.jp/f/fxdigvha
Compliance with [the UK]Bribery Act 2010http://bdti.mastertree.jp/f/emn3bvh0