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🤖 | "Theatrical version of Jujutsu Kaisen 0" The angry trembling Otsubone & special grade over-cursed grudge, Rika is made into a figure!Reproduced with a masterpiece volume

Photo "Yuta Otobone & Special Grade Curse Spirit Prayer Rika Hon 1/7 Scale Figure" (C) 2021 "Theatrical Version Jujutsu Kaisen 0" Production Committee (C) Gege Akutami / Shueisha

"Theatrical version Jujutsu Kaisen 0" The angry trembling Otsubone & special grade over-cursed grudge, Rika is made into a figure!Reproduced with a masterpiece volume

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Made to order individually

Made to order individuallyWhat is (Kobetsu Juchusei-san)?Manufacturing method of manufacturing industryone of.It is a form of designing and producing after receiving an order for a product, and is characterized by having almost no parts inventory of the product.
Made-to-order design (ETO, Engineer to Order)[1],Individual design production[2]Is almost synonymous.OtherMade to order (MTO, Make to Order),Made-to-order assemblyCalled.
Abbreviation for individual build-to-order manufacturingIndividual production,Individual productionSometimes called.
As a manufacturing method that is the opposite of individual build-to-order manufacturingMake to Stock,mass production,High-mix low-volume productionThere is.


As a manufacturing form for individual build-to-order manufacturing, as a production preparation process before mass production, a department called a machine machine that manufactures production equipment (jigs, molds) for mass production, prototypes, etc., and a mold maker , Prototype maker, dedicated machine maker, heavy industry maker, plant maker.Also (although generally not included in the manufacturing industry)Construction industryAlso falls under the business category of individual build-to-order manufacturing.
In individual build-to-order manufacturing, the desired product cannot be produced according to the initial design at the time of ordering, so a process called correction or repair occurs near the final process.Correction and repair are also called rubbing techniques, but to put it simply, they are manufacturing techniques that repeat trial and error and converge.

Generally, the product supply contract isBuying and sellingWith contractContractIt is understood that it is a mixed contract of contracts, but in the case of individual build-to-order manufacturing, the contract has a strong contract nature.In the case of the following contract typesStamp tax lawIt is said to be the above contract[3].

  • The content is to construct a geographic feature by the labor of the manufacturer in accordance with certain specifications or standards based on the instructions of the orderer.
  • The content is to manufacture certain articles using the materials of the manufacturer in accordance with the standards designed or instructed by the orderer.


In individual build-to-order manufacturing, work changes occur due to changes in specifications, reviews due to improvements in manufacturing methods, manufacturing defects, etc. before and after receiving orders or during manufacturing.In particular, in the plant equipment of heavy industry manufacturers whose manufacturing period is half a year or one year, the R & D department and the design department make daily specification changes and design changes for improvement and cost reduction.As a result, work procedures and man-hours are frequently changed during production.In addition, as a production preparation process for mass-produced products, in the machine-machine department that manufactures production lines, production equipment, jigs, molds, etc. for mass production, repair products from the mass-produced department must come in as a jump-in order. There is.Since the production of the mass production department cannot be stopped, the machine equipment department needs to respond to these limited express orders as soon as possible.Due to such events, the manufacturing site is often kept in a chaotic state at all times.

In addition, in individual build-to-order manufacturing, not all specifications are determined at the time of ordering, so work such as specification approval and customer approval of drawings occurs after receiving an order, which causes a great influence on the delivery date. ..

Difference from build-to-order manufacturing

The difference between individual make-to-order production and make-to-order production is that individual make-to-order production involves development and design after receiving an order, but make-to-order production involves development and design before receiving an order, but does not involve development and design during production. There is.In build-to-order manufacturing, production is performed based on design drawings and CAD data specified by the business partner, and in individual build-to-order manufacturing, production is performed with development and design based on the product specifications from the business partner.

Problems of production management of individual build-to-order manufacturing

Take up hereMade to order individuallyProduction management is based on product specifications from business partners, and production is carried out with development and design.In a broad senseBuild-to-order manufacturing[4]For exampleiPhoneThe factory that produces the parts ofAppleBased on the product specifications from, we receive orders with development and design, so it is made-to-order, but production after receiving orders ismass production(Repeat production).Made to order individuallyProduction controlIs characterized by the fact that even after receiving an order, production is carried out while developing and designing.Production management in a broad sense is make-to-stock,mass productionIn many cases, this is the premise, and the current situation is that appropriate production management methods for individual build-to-order manufacturing have not been generalized.Individual build-to-order manufacturing involves development and design after receiving an order, so it is the basis of production management.BOM (Bill of Materials)Cannot be prepared in advance.
BOM (Bill of Materials)Is an important element ofProcess controlFor doingBOP (manufacturing)Process flow like (Bill of Process)Process planningMay not be prepared in advance,Production controlIt makes the whole thing difficult.generalBOM (Bill of Materials)Then, the process for each part can be defined as BOP (Bill of Process), but the process between parts cannot have a dependency relationship.In individual build-to-order manufacturing that is not premised on mass production, branching and merging across parts occur in the entire process flow, so the structure type is premised onBOM (Bill of Materials)It may not be possible to express with, which makes it difficult to apply a general production control system.

System example

Currently, the business is being computerized, and the following are the main systems specialized for individual build-to-order manufacturing.


  1. ^ http://pslx.org/specifications/v1/index.html
  2. ^ Kenzo Hayashi "Introduction to Production WBS Management of Individual Design Production" Ohmsha Publishing Bureau
  3. ^ National Tax Agency (April 1977, 4). “Law Notification Interpretation No. 2 Document". 2021/7/1Browse.
  4. ^ Mineichi Homma "If you stick to build-to-order manufacturing, profits will follow! 』Nikkan Kogyo Shimbun

Reference document

  • Akihito Ito "Plant Engineer Visualize Process Control of Individual Order Design and Production to Create Flow of Things" 2012 Vol. 44, No. 7 Japan Plant Maintenance Association
  • Akihito Ito "Monthly Automatic Recognition Mechanism of Visualization in Individual Order Design Production" 2007 Vol. 20, No. 5 Nihon Kogyo Shuppan

Related item

外部 リンク


Ltd.(Kabushikikaisha) is subdividedEmployee rights(stock) HasShareholderからLimited liabilityTo raise money from shareholdersDelegationReceivedManagement Jewelry businessAnd make profits to shareholdersdividendYes, "Legal personalityIt is one of the corporate forms that have "" and aims at social contribution and profit.Corporation[1].

General characteristics of a corporation as seen internationally

Comparative study of corporate laws in European countries, the United States, and JapanKraakman et al. 2004The characteristics of a joint-stock company are (1) legal personality, (2) limited liability of the investor (shareholder), (3) free transferability of equity, (4) separation of ownership and management, and (5) investor (shareholder). ), And the basic form of a joint-stock company is one that combines these five points.and,Market economyPoint out that almost all large companies in these countries have these five characteristics[2]. JapaneseLtd.InPublic company,German corporation, French corporation, AmericanCorporationIn(English edition, British(English editionIn(English editionCorresponds to this.

On the other hand, it is normal for each country to have some form of closed-type company form that is similar to these but does not have the characteristics of (3).Continental lawIn the area, as a company form separate from the corporationLimited companyIs often enacted by the former Japanese limited company, GermanyLimited company (GmbH),FrenchLimited company (SARL)and so on.On the other hand, in Japan todayAnglo-American lawIn areas such as the sphere, it is enacted as a type of joint-stock company, and is the so-called Japanese corporation.Private company, Close corporation within the American corporation, private company limited by shares within the private limited by shares in the United Kingdom, etc.[3].

As an exception to (2), some countries allow a company structure that allows the existence of unlimited liability employees along with shareholders. Approved in continental jurisdictions such as France, Germany and former JapanStock joint stock companyIs typical, but in the English and American jurisdictions,British Virgin IslandsThere is an unlimited company that is authorized to issue shares.

Legal personality

The companyNatural personAs well asright,obligationCan be the subject ofPowerhave. That is, the company was distinguished from its membersLegal personality (legal entity)[4].. As a result, the company operates under its own name, acquires and disposes of property,AgreementYou can conclude and borrow. And for managers and shareholdersReceivableEven a creditor who holds a claim cannot exercise the claim against the property of a company with a different personality[5][6].

Limited liability of the investor

Legal personColoradoIs.A shareholder (investment) is based on the principle that a creditor to a company (company creditor) can exercise a claim only on the property of the company and cannot exercise a claim on the property of a shareholder (investor). The limited liability of the person).In other words, the liability of the shareholders is fulfilled by fulfilling the investment in the shares underwritten, and the company is not liable to the creditors for the debt of the company.[7][8].. The legal personality protects the property of the company from the creditors of the shareholders, while the limited liability protects the property of the shareholders from the creditors of the company.[9].

This is to enable a wide range of investment to be collected from a large number of investors by limiting the risk to those who are willing to invest. In addition, the limited liability clarifies the risk distribution between the investor and the company creditor, making it easy to transfer the equity interest (stock) and facilitate transactions with the company creditor.[10].. By accepting limited liability it is also possible for a company to set up a subsidiary to do some business and limit the risk of loss due to business failure.[11].

At one time, the investor was assumed to have unlimited liability for the company's debt, but today limited liability is a universal system.[12][13].. However, in JapanPartnership company,Joint stock companyIn all or some of the employees have unlimited liability for the company's debt[14].

Under limited liability, only corporate property will be the responsible property for corporate creditors, so protection of corporate creditors will also be an issue of corporate law.[15].

Free transferability of shares

Free transferability of shares means that shareholders can freely transfer their shares (equity interests).[16][17].

This is a mechanism that allows shareholders to transfer their shares at any time and withdraw from a company relationship so that they can widely collect capital from a large number of persons who do not have mutual trust. Shareholders are an important means for recovering their invested capital, as stockholders are not allowed to refund their investment in principle in order to secure responsible property to the company.[18].

However, in companies where human relationships are important, such as many small and medium-sized enterprises, it is difficult to maintain human relationships if free transferability is allowed. Allows restrictions on the transfer of shares.For companies that restrict the transfer of shares, see JapanRestricted stockIn some cases, it is established as a special provision in general corporate law, such as in Japan, or in some cases, as in the case of Japan and the continental countries of the past, an independent statutory company form regarding closed companies (limited company) is established. Sometimes[19].

Separation of ownership and management

In the company, shareholders do not directly manage,Management(board of directorsConcentrate management rights onSeparation of ownership and managementThis is a characteristic that is universally found in large corporations with a large number of shareholders.[20].

Such a tendency is that as the company has historically grown in size and it has become necessary to collect funds from many shareholders, it becomes difficult for shareholders to manage directly, and management is entrusted to specialized managers. Because it became. In the United States, the separation of ownership and management progressed from the beginning of the 20th century[21].. Separating ownership from management also has the advantage that it is easy for a third party who wants to do business with the company to know who has the authority.[20].

Shareholders vote in each countryDirectorThe typical system is that a board of directors, who is elected to the Board of Directors, oversees management decision-making and business execution. On the other hand, daily business execution in JapanCEO, Usually done by an officer in the US[22].

Ownership by shareholders

(1) Shareholders have the authority to ultimately control the company (the authority to appoint directors and approve matters important to the operation of the company), (2) of the companyNet incomeRefers to belonging to shareholders, where shareholders refer to the company所有To do[23].. In this sense, the companycombination,Anonymous union,trustLike the above, it can be said that it is a joint venture form owned by the investor[24][Annotation 1].. Of course, while the company's net income is attributable to the shareholders, if the company loses,Stock priceBear that risk (in the form of a decline)[25].

It should be noted that, in a sense that is slightly different from the above-mentioned legal explanation, the company's purpose is to maximize the interests of shareholders (shareholder sovereignty theory). May be argued[26].. In response to this, "the company is a core employeeEmployee) Of employee sovereignty,Stakeholders(All stakeholders such as shareholders, employees, customers, business partners, and local communities)."[27].. like thisWho owns the companyThe argument isCorporate governance(Corporate governance.Later) Can be said to be a discussion about where to put emphasis[28].. In addition, in connection with stakeholder-type corporate governance, the company is responsible for protecting local interests, employment and the environment.Corporate social responsibility(CSR) is also claimed[29].

However, even if, for example, from the standpoint of shareholder sovereignty, it is impossible to generate profit for shareholders without paying legitimate consideration to stakeholders such as employees. It has been pointed out that there is a real benefit to understanding that the claim that a company should be run solely for the benefit of one person[30].

Stock companies in each country

Co., Ltd. in each country / region
JurisdictionOpen typeClosed type
Japanese flag JapanDay: Public company (Ltd.(Stock company not a public company
Republic of Korea flag South KoreaKorea: 주식 회사 (stock company)유한 회사 (Limited Company)
Mainland China: Company limitedLimited
Republic of China flag Taiwan: Company limitedLimited
United States flag America-DelawareBritish: stock corporations(close corporations)
European Economic Area (EEE)European Economic AreaCountries (EEE)Luo: Societas Europaea
Belgian flag BelgiumBuddha: la so ciété anonymela société privée à responsabilité limitée
Orchid: de naamloze vennootschapbesloten vennootschap met beperkte aansprakelijkheid
 DenmarkDing: aktieselskaberanpartselskaber
German flag Germanyalone: die Akelic (AG)die Gesellschaft mit beschränkter Haftung (GmbH)
Greek flag GreeceNozomi: ανώνυμη εταιρίαεταιρία περιομένης ευθύνης
Spanish flag SpainWest: la sociedad anónimala sociedad de responsabilidad limitada
French flag FranceBuddha: la so ciété anonymela société à responsabilité limitée
la société par actions simplifiée
Irish flag IrelandBritish: public companies limited by sharesprivate companies limited by shares
British: public companies limited by guarantee having a share capitalprivate companies limited by guarantee having a share capital
Italian flag ItalyYi: joint stock companysocietà a responsabilità limitata
Luxembourg flag LuxembourgBuddha: la so ciété anonymela société à responsabilité limitée
Dutch flag NetherlandsOrchid: de naamloze vennootschapde besloten vennootschap met beperkte aansprakelijkheid
 Austriaalone: die Akelicdie Gesellschaft mit beschränkter Haftung
Portugal flag PortugalGrape: a sociedade anónima de responsabilidade limitadaa sociedade por quotas de responsabilidade limitada
 FinlandFinn: julkinen osakey htiöosakey htiö
Code: publikt aktiebolagaktiebolag
 SwedenCode: publikt aktiebolagaktiebolag
British flag United Kingdom
(England flag England)
(Wales flag Wales)
(Scottish flag Eur-lex.europa.eu eur-lex.europa.eu)
(Northern Ireland flag Northern Ireland)
British: public limited company (PLC)
(companies limited by shares)
private limited company (LTD)
(companies limited by shares)
British: public limited company by guarantee having a share capital
(companies limited by guarantee having a share capital)
private limited company by guarantee having a share capital
(companies limited by guarantee having a share capital)
Swiss flag Switzerlandalone: die Akelicdie Gesellschaft mit beschränkter Haftung
Buddha: la so ciété anonymela société à responsabilité limitée
Yi: societ à anonimasocietà a garanzia limitata


The origin of the corporation and the age of voyage

16st centuryから17st century OfAge of Discovery,EuropeThen, with joint capital,Trade,ColonyLarge-scale companies for management have been established.United Kingdom Of(English edition,British East India Company(1600 Founded). However, the initial trading company was a business that seeks investment for each voyage, pays dividends and clears each time the voyage ends, and ends. In other words, such as the current animeProduction Committee MethodIs the same style as.

1602 Was established inDutch East India CompanyIs said to be the first stock company to have a continuing capital. Co., Ltd. is smallcapitalIt is possible to collect (financing) from society as a wholeinsurance,金融Like the system, at that timeriskIt was also a distribution mechanism. In the 17th-century United Kingdom, a joint-stock company form (Joint Stock Company) Is a traditional private businesspartnershipHas rapidly increased on behalf of, and has come to handle not only trade but also domestic businesses. However,1720 In EnglandNankai companyCaused byBubble economyWas collapsed (Nankai foam incident), the Bubble Act of 1720, which enforces crackdowns on unauthorized companies, was enacted and many companies were hit[31].

The corporation at that timeAuthorizationIt was a system. ((Charter company(Chartered company). ). The charter for the establishment was usually accompanied by the granting of a monopoly right, so in the United Kingdom from the 17th to the 18th centuryParliamentIt became a place for a power dispute between the two. Shareholders' limited liability is also a special privilege and was not common in Britain until 1855.[31].

In addition,Adam SmithIs a book "Wealth theoryCriticizes that the corporation system should be neglected by the owner in that the ownership and management are separated. This is modernAgent problemI had pointed out.

Industrial revolution and liberalization of company establishment

18th centuryIndustrial revolutionWith the rise of Japan, the number of businesses that cannot be executed without collecting a large amount of capital has increased rapidly. The type of business called a stock company was most often used to raise the necessary capital. In the 19th century, the liberalization of the establishment of companies advanced.FranceUnder the Commercial Code of 1807, one of the three business forms was recognized as having a transferability of shares (société anonyme), and it was possible under the 1867 Act to establish a company by registration. In 1825, the bubble law was abolished in the United Kingdom, but it was changed from a permit system to a registration system in 1844, and the limited liability of the company came to be recognized in 1855. In Germany, the free establishment of a joint-stock company was recognized in 1870.[32].

In the United States, before the independence, the colonial governmentBritish KingUnder the authority ofindependentLater, state legislatures allowed the establishment of corporations, many of whichbankMet.US-UK warAfter (1812), the number of corporations permitted to set up increased rapidly, and not only banks butcanalCompanies that build roads and roads have also been established. After that, it played a big role in the 19th centuryTrainIs a company. Even in the United States, at that time, establishment permits were granted to individual corporations, which meant the granting of privileges and exclusivity.[33].. But in 1811New York StateIn 10, following a law that generally allowed the establishment of a corporation for certain types of manufacturing with capital less than $1837.ConnecticutHas enacted a law that generally allows companies to be established regardless of their type. Other states are gradually following this, by 1890 being common in all states.CanonicalismCorporate law was enacted. Still,Civil War(1861-1865) until many states left a system of special establishment permit, the corporation was established in a canonical manner was imposed many restrictions such as size restrictions. However, after 1875New JerseyThe law has abolished regulation, and in the next 20 yearsDelawareAnd other states followed this, and liberalization progressed[34].

The development of modern corporations

現代 のThe United States of AmericaThen, from 1897 to 1903mergerAs a result, large corporations, which were previously limited to the railway field, have begun to appear in other industrial fields. In this way, giant companies such as "Big Two", "Big Three", and "Big Four" have been formed in many industries.[35].



How to set up a stock company in JapanFounder(Hokkinin) will fully investFoundingAnd the founder recruits those who will partially invest and underwrite the remaining sharesRecruitmentThere are two types of[36].. In each case, the originatorCompany name, The location of the head office, the amount of investment at the time of establishment, the name and address of the founder, etc.Articles of IncorporationTo create[37].. The founder and the underwriter in the case of the establishment of the offer must carry out the full investment of the shares subscribed[38].. And established at the head office locationregistrationA corporation is established by[39].. As a profession, in the 5th year of MeijiJudicial scrivenerIs founded and conducts business such as establishment of a stock company.

Under the old Commercial Code, there was a regulation that required a capital of at least 1000 million yen to establish a stock company, but in February 2003 (15)New Business Creation Promotion LawWith the enforcement of the Companies Act in May 1 (2006) after the "Minimum Capital Regulation Special Exception System" that allows the company to be established with a capital of 18 yen under certain conditions , Minimum capital system abolished[40].. A member company is also established when the person who intends to become an employee creates the articles of incorporation and registers the establishment at the head office location.[41].


In the US, it represents a stock company, so the company name is followed by Inc. America'sCorporationIs based on the founder (incorporator)Articles of Incorporation(articles of incorporation and certificate of incorporation)Commissionと と も にSecretary of StateEstablished by submitting to state agencies such as[42].. The founder does not have to be an investor,LawyerAre often founders[43].. The Articles of Incorporation include the name of the corporation, its duration (usually "permanent"), purpose (usually "all legal business"), number of shares available for issuance, registration office, number of directors (directors at incorporation by state). (Name of initial directors), name of the founder, address, etc.[43].. On the other hand, the promoter plays a role in raising funds by investing in itself or recruiting other investors, and performing various preparatory actions for establishment.[44].

Once in every state there was a minimum capitalization scheme (typically $1,000), but now it is abolished in most states.[45].. At the first meeting (or an alternative written agreement) held by the founder or director at the time of establishment, acceptance of the application for subscription of shares, issuance of shares, election of directors/executive officers, approval of contracts for starting other businesses, and attachments Approval of articles of incorporation (bylaws)[46].


In order for a corporation, which is a corporation, to make decisions and take actions, it is necessary for natural persons and conference bodies to make decisions and take actions. Such natural people and conference bodiesorganTo say[47].

What kind of institutions are placed in a stock company and what kind of authority is allocated to each organization (design of the organization) depends on the legal system of each country and the choice of each company. In order to make decisions by all shareholders, such as the election of directors, while the committee managesGeneral meeting of shareholdersIs typically opened. other than this,Statutory Auditor,Accounting auditorIn some cases, such institutions are set up. In addition,Head office-支店The internal organization of a company, such as a department or section, is different from an institution.

What kind of institutional design is central to corporate governance (corporate governance, described below)[48].

Shareholders and general meeting of shareholders

The meeting of shareholders is a meeting that convenes all shareholders.

Shareholders (1) have the right to receive economic benefits such as dividends and distribution of residual assets (self-rights), and (2)Voting rightsHas both the right to participate in the management of the company (common interest)[49]The general meeting of shareholders is a place where shareholders can exercise their voting rights.


A stock company in Japan must convene an ordinary general meeting of shareholders after the end of each business year and may convene an extraordinary general meeting of shareholders.[50].. Although it is the directors who call the general meeting of shareholders[Annotation 2], Shareholders with 3% or more voting rights may request a convocation of the general meeting of shareholders, and if the directors do not respond裁判 所You can call yourself with the permission of[51].. The general meeting of shareholders is regarded as an all-purpose organization, but in a company with a board of directors, the matters that can be resolved at the general meeting of shareholders are limited to the following matters stipulated by law from the viewpoint of separation of ownership and management. ing[52].

  • Appointment/dismissal of directors, corporate auditors, and other organizations
  • Matters concerning basic changes to the company, such as changes in the articles of incorporation, mergers/divisions, dissolutions, etc.
  • Matters concerning important interests of shareholders such as share consolidation and dividends
  • Determination of remuneration for directors

quorumAre in principle a majority, and the number of votes necessary for a vote is also a majority in principle, but two-thirds of the special majority votes are required depending on the matters to be resolved.[53].


The Model Business Corporation Act 1984 of the United States stipulates that an annual meeting must be held annually. Its main purpose is to elect directors, but matters not mentioned in the notice of convocation can be decided if they are within the authority of the general meeting of shareholders. Special meetings are held by the board of directors, shareholders with a certain percentage (1984% under the Model Company Act of 1984), certain executive officers, and other convener holders stipulated by state statutes or company regulations. You can call. Unlike the ordinary general meeting, it is limited to the agenda included in the convocation notice. State laws that set the minimum number of quorums for a general meeting of shareholders to one-third are typical, but in some states the lower limit is not set by law, and the upper limit can be set to require attendance by all. The number of votes required for voting is generally state law, which is the majority of the voting rights of shareholders in attendance, and in some cases, the majority of voting rights excluding abstentions.[54].

Board and management

In each country, the general form of organization is that the board of directors, which is selected by shareholders, makes the management decisions of the company, but the specific management system differs depending on the legal system and practice of each country.


Traditionally, Japanese stock companies always had a board of directors,[Annotation 3]Under the new company law, it is stipulated in the Articles of Incorporation whether or not a public company must have a board of directors while other companies have a board of directors.[55].

(1) In a company with a board of directors, the board of directors makes decision-making regarding management, a representative director selected from among the directors executes business, and externally represents the company. (2) However, among companies with a board of directors,Company with CommitteeThen,Executive officerExecutes the business,Representative Executive OfficerWhile representing the company externally, the role of the board of directors is limited to determining basic matters, selecting and supervising committee members, and selecting and supervising executive officers. (3) In a company with a non-board of directors, it is the principle that each director should execute business and represent each company independently.[56].


America'sLtd. (corporation)The traditional corporate law system is that the board of directors manages the business. However, in an actual large-scale company, daily managementCorporate Officer (officer)And the board of directors only supervises them, often part-time outside directors with other jobs.[57].. On the other hand, reflecting the fact that shareholders are often directly managed by closed companies, many state laws enact legislation that does not require a board of directors at closed companies. (Model Business Corporation Act) stipulates that a board of directors may not be established regardless of whether it is a closed company or not.[58].. The Board of Directors can have various committees, among which the Audit Committee, the Compensation Committee, and the Nomination Committee have three committees.Securities and Exchange Commission It has become popular with public companies, partly due to (SEC) recommendations. All or most of the members of these committees are external directors not involved in management[59].

On the other hand, officers are appointed by the board of directors,The president (president),Secretary (secretary),Treasurer (treasurer), One or moreVice president (vice president)The traditional legal system is that the board of directors must have a post, but the board of directors can have other positions. In a large company, control the highest management rightCEO (Chief Executive Officer)In addition,CFO (Chief Financial Officer),COO (Chief Operating Officer)Often, these titles are more important than legal titles.[60].


Board of Directors of a German Stock Company (AG) (Verwaltungsrat) Audit & Supervisory Board (Aufsichtsrat)And placed under itExecutive Board (Vorstand)It is divided into two layers. In large companies with more than 2000 employees, half of the Supervisory Boards are elected representatives of the workforce and the other half and chairmen are elected by shareholders. This is called the labor method (Mitbestimmung).

Corporate governance

In a stock company where ownership and management are separated, the profits received by shareholders depend on the managers, so there is a risk that the managers will give priority to their own interests and damage the interests of the shareholders. this isEconomicsSayPrincipal = Agent problemTherefore, if the actions of the management impair the interests of the shareholders, or if the shareholders monitor the management in order to prevent it, costs (agency costs) will inevitably occur. Therefore, it is an issue for corporate governance to build a system that keeps costs as low as possible and prevents managers from damaging the interests of shareholders. In addition, the principal-agent problem is not only (1) between management and shareholders, but (2) between controlling shareholders and minority shareholders, (3) the company and those who have contractual relationships with them (creditors, Corporate governance is also directed to the protection of minority shareholders and other stakeholders (stakeholders) as they also occur with employees and customers.[61].

Shareholder protection

As a corporate governance system to protect the interests of shareholders, the following are established in legal system or in practice.

Right to appoint and dismiss directors
In a company where ownership and management are separated, it is said that shareholders indirectly control the management of the company by selecting and dismissing directors. Means[62].
In each country, shareholders have the right to appoint directors (although in Germany workers have the right to appoint up to half of the supervisory boards; in the Netherlands shareholders do not have a right to appoint directors and The board itself appoints a successor)[63].. The terms of office are as short as Japan (2 years) and the United States (usually 1 year, up to 3 years), as long as Germany (up to 5 years) and France (up to 6 years), and as in the United Kingdom. There is even one without[64].
Regarding dismissal during the term of office, a majority of shareholders in the UK and France can dismiss a director without giving reasons. Japan can also dismiss a majority of directors at a general meeting of shareholders attended by a majority of shareholders.[Annotation 4].. In Germany, more than two-thirds can be dismissed by special majority vote. In the United States, depending on the state, there are places where people can be dismissed for no reason and other rules can be set[65].
Voting system at a general meeting of shareholders
The method of voting at a general meeting of shareholders has a major impact on the way corporate governance is achieved through the exercise of voting rights.[66].
In Japan, a stock company with more than 1000 shareholders has voting rights.Written voteWe must establish a system. Even in France, small and medium-sized shareholders who deposit their shares in banks etc. are allowed to vote in writing, but it is said that the procedures are complicated and are not often used.[67].
In the United States, the United Kingdom, etc.Power of attorney collection (proxy solicitation). If there are no opponents,power of attorneyIf there is an opposition, a proxy contest will be held between the current management and the opposition. In the United States, the actual power of attorney battle is expensive, and the complicated rules of the Securities and Exchange Commission (SEC) must be complied with. , A system has been put in place to facilitate opposition activities, such as disclosure of information by management. In the US and UK,Investment trust such asInstitutional investorHowever, due to their influence on the stock market, more and more opinions are being given on the degree of achievement of management, and their role in corporate governance is also increasing.[68].
In continental European countries, even listed companies are often dominated by large shareholders, in which financial institutions (banks and trusts) entrusted with shares by small and medium-sized shareholders have a great deal of power to manage powers of attorney. Play a role. In Germany, banks often deposit shares from their customers, small and medium-sized shareholders, exercise proxy voting rights, and often give votes to management. Even in France, management can cooperate with banks and other financial institutions to collect blank proxy cards, and the position of management is relatively stable.[69].
Involvement of shareholders in important decisions
In the United States, ownership and management are relatively strictly separated, and shareholders are cautious about making direct decisions about management. In many states in the United States, approval of shareholders is required for amendment of articles of incorporation, merger/integration, dissolution, sale of important assets, etc., but shareholders cannot propose these matters. Shareholders are not allowed to make decisions on[70].
In Germany, shareholders have the right to approve amendments and mergers in the Articles of Incorporation and can require the Board of Directors to take these steps.In addition, it is a case law that it has the authority to judge important matters other than those explicitly stipulated in the statute.In Japan, France and the United Kingdom, minority shareholders can propose resolutions at the general meeting of shareholders, such as amendments to the articles of incorporation, even if the board of directors opposes them.[71].
Ensuring board neutrality
In the United States,2001 OfEnronThe main cause of the bankruptcyStock exchangeWill require independent directors to occupy a majority of the boards and committees, and will the Securities and Exchange Commission (SEC) also have an independent financial expert on the audit committee for public companies? I came to be required to disclose (the reason why I did not put it)[72].
In the United Kingdom and the United States, the CEO, who is the chief executive officer, is separated from the chairman (chairman) of the board of directors, and the chairman of the board is generally a non-employee.[73].
Incentives for rewards
In the United States,stock optionTo the management by linking the compensation of the management with the increase of shareholder value, such asIncentiveAnd other countries have similar companies.[74].
Directors' duty of care and loyalty and liability for damages
Directors tell the companyDuty of care (duty of care)Fidelity obligation (duty of loyalty)[75][Annotation 5].
Duty of careIs a directorPurposelyOrNegligenceIt is prohibited to damage the company due toRestitution for DamagesTake responsible. However, it is difficult to evaluate the pros and cons of management decisions after the fact.Atrophic effectTherefore, it is the tendency of each country to allow a wide range of discretion for the management decisions of directors. Courts say they will not intervene in management decisions after the factPrinciples of business judgmentIs recognized in the US precedents, and similar judgments are made in Japanese precedents.[76].
Fidelity obligationIs an obligation not to put the interests of self or a third party above the interests of the company. In particular, (1) transfer of property between the company and directors, lending money from the company to directors, etc.Conflict of interest transactions, (2) By directorCompetitionIs regulated because there is a risk that directors may sacrifice the company's interests in the interest of the self or a third party.[77].
If directors violate these obligations, shareholders can sue the directors on behalf of the company if the company does not claim damages to the directors. thisShareholder representative lawsuitTo say[78][Annotation 6].
Maintenance of internal control system
Internal controlThe system means the reliability of financial reporting, the efficiency of business execution,complianceA system for ensuring (legal compliance)[79].. Under the new Japanese company law, the internal control system (risk management system) at the board of directors for large companies[Annotation 7] It was decided that the basic policy for construction had to be decided[80].
Role of the securities market and acquisition of companies
Listed companyIn the case of, the stock price constantly changes by evaluating the business performance of the company. A decline/slump in stock prices will eventually lead to the dismissal of management (directors, executive officers), which has the effect of refraining from actions that are contrary to the interests of shareholders (leading to a drop in stock prices). Information disclosure (disclosure) required by securities exchange legislation and rules of securities exchanges also contributes to corporate governance.[81].
at the same time,Stock market(Stock market) Through corporate acquisition () Plays a very important role in corporate governance.
In the United States,1980 eraA lot of company acquisitions were made. Such acquisitions (especially against the will of the current management)Hostile takeover) Has been negatively evaluated, but it has been pointed out that over-investment in unprofitable businesses was reduced due to the restructuring of companies by acquisition, and not only shareholders but also society as a whole benefited from industrial efficiency.[82].

Minority shareholder protection

The following are corporate governance mechanisms for protecting the interests of minority shareholders.

Cumulative voting system
When appointing multiple directors, the resolution is usually one by one, so all are selected from the majority shareholders. In contrast,Cumulative votingIf a voting system is adopted, a minority of shareholders will have the possibility to elect a director. this is,DPer share when a person's director is appointedDThe voting rights may be given to individual candidates, and the voting rights may be concentrated on one candidate or may be distributed to several candidates. As a result, minority shareholders will be able to elect directors by concentrating voting rights on some candidates.[83][Annotation 8].
In some states in the United States you must vote cumulatively, but many states now allow companies to make choices in their founding documents.[84].. In Japan, it is said that a cumulative vote must be cast when a shareholder makes a request, but according to the provisions of the Articles of Incorporation, the cumulative vote may not be cast.[85].. Cumulative voting has the advantage of reflecting the interests of minority shareholders, but directors prioritize party interests over the company as a whole, and in large public companies the method of proxy voting is overly complicated. There is also a problem that[86].
Voting rights upper limit system
Other than Japan and Germany, many countries allow a limit on the number of shareholders' voting rights (for example, a shareholder with a large number of shares can only exercise 5% of the voting rights) to limit the influence of major shareholders. , Is still common in the Netherlands, France and Switzerland. However, this is said to be stronger as a takeover defense measure than to protect minority shareholders. On the other hand, Japan and present-day Germany have the principle of one share, one voting right (Shareholder equality principle), and cannot give more or less voting rights than the number of shares.[87].
Special majority

Protection of other stakeholders

The relationship between the company and employees (workers)Employment contractThe protection of workers is mainly based onlabor lawThere is a system that incorporates the interests of workers into corporate governance depending on the country.

Participation of employee representatives in the board of directors
In many European countries, board members are represented by employees (workers),EUOf the member countries (as of 2004), there is no system for employee representatives to participate in any way.Portugal,Belgium,Italy, Only in the UK.Ireland,Spain,GreekOnly state-owned enterprises require an employee director. In France, companies with more than 50 employees are required to have non-voting employee representatives on board, and at the company's option up to one-third of employees It is possible to elect.SwedenSo up to three of the directorsUnionHas to be appointed from (but when dealing with labor-related issues can not attend the board of directors). A company with 500 to 2000 employees in Germany, andAustria,LuxembourgEmployee directors account for one-third of the board. In a company with more than 3 employees in Germany, the directors appointed by shareholders and the directors appointed by employees account for half of the supervisory board of directors, and the employee representative is Has veto power over appointment of members of the Management Board[88].

On the other hand, with the companya creditorRelationship withConsumer loan agreementIs based on a contract such asContract lawUnder the Companies Act, there is a system for the protection of corporate creditors, which is implemented by the law.

Duties of directors and executive officers
In many countries, directors and executive officers have some form of obligation to stakeholders other than shareholders. In the UK, directors are not to engage in transactions that harm third parties when they knew or should have known that the company was insolvent. Even in the United States, the jurisdiction is that the fiduciary duty of directors extends not only to shareholders but also to creditors.StatuteThe Board explicitly expresses that the Board of Directors considers the interests of stakeholders other than shareholders in making important decisions. In Japan, if a director, etc. damages a third party due to bad faith or gross negligence, he or she will be liable to the third party for damages.[89].

In addition, as a corporate law system for protecting creditors, there is a minimum capital system and dividend regulation.


In order for a company to do business, it needs funds. When setting up a company,AboveIssue stock to raise funds from outsideProcurementAfter establishment, there are two possible sources of funding: internal funding and external funding.[90].

Internal fundsOf profits obtained from business activitiesRetained earnings(Profit retained within the company without paying dividends to shareholders), orDepreciationIt refers to the money on hand by the accumulation of. Internal funding costs little to raise, but in many cases internal funding alone is not enough[91].

External capitalThe procurement method is as follows:Financial institutionfromBorrowing, (2)Issuance of new shares, (3)Corporate bondThere are methods such as issuing. Borrowing (Indirect financing) Is a flexible method of raising funds and is widely used in practice, but it requires repayment, andcollateralIs required. In contrast, issuance of new shares and financing of corporate bonds (Direct finance) Is a low-cost way to get huge long-term funds from a large number of people widely[92].

Bank loans and corporate bonds will be paid by a certain period (redemption period)principal-interestTheRepayment(Must redeem)debt(Debt)Balance sheetAbove isliabilitiesWill be included in the section. Stocks, on the other hand, are equity capital that the company is not obliged to redeem or pay dividends on.Net worthWill be included in the section. Debt and equity differ in the following ways:[93].

  • In case of debt, creditor (bank, corporate creditor) receivesCash flow(Interest) is fixed by contract, but the cash flow received by the shareholders is not fixed in advance, and all assets after the company pays the debt belong to the shareholders. Therefore, from the investor's perspective, investment by stocks is risky and at the same time a large return can be expected if the business is successful.
  • In case of debt, if payment is not made in the payment periodDefault(Default), in the case of stocks, no default will occur.
  • Shareholders of the companyEmployeeIn addition, he has various management participation rights and management oversight rights, such as voting rights at a general meeting of shareholders.

However, even for corporate bonds, if the redemption period is set to be extremely long, and interest payments depend on profits, and if subordinated to other debts, it approaches stocks, and even stocks are non-participatory and cumulative. From the economic point of view, the boundary between stocks and corporate bonds (debt) is ambiguous.[94].

Corporate finance

Corporate financeThe theory (business finance theory) has discussed the optimal ratio of equity capital to debt (capital structure). In the case of debt financing, a company requires a certain interest rate from creditors, while in the case of financing from own capital (), shareholders also require a certain rate of return. Therefore, with an appropriate capital structure, theseCapital costIs a problem that can be minimized[95].

From the point of view of investors who are willing to invest as shareholders, the increase in funding from debt with a constant interest rate will result in a large return (return) to shareholders if the company makes a profit that exceeds the interest rate. Become. thisLeverageSay. However, at the same time, a certain amount of interest is deducted even if the company's profit is low, which increases the risk that the expected profit will not remain for shareholders (may cause a large loss).[96].. In traditional theory of corporate finance, it was thought that there was an optimal capital structure that minimized the cost of capital, but Miller-Mojigliani theory (MM theory) makes profit by increasing the debt ratio (leverage). It has been clarified that the effect of increasing the expected value of the rate is offset by the increase in risk, and the profit rate (capital cost) required by those who are going to become shareholders does not change. According to thisCapital marketAssuming certain conditions such as a fully competitive market, there is no optimal capital structure that minimizes the cost of capital.[97].

The above MM theory is a conclusion when taxation is not considered, but in the case of equity capital, income tax is imposed on the company's profit (in JapanCorporate tax), the income tax will be levied on the dividends received by the shareholders (in Japan,income taxHowever, in the case of debt, the interest payment is deducted from the taxable income of the company, and only the interest received by the creditors is taxed. It can be said that debt finance is more advantageous because it lowers the cost of capital.[98].

Issuance of new shares (capital increase)

Issuing new shares after raising the company is called issuing new shares (in practice, it is also called "capital increase").

The method of issuing new shares depends on who the shares are allocated to (1) Existing shareholders depending on the number of sharesOffered sharesThe right to be assignedShareholder allocation, (2) Generally seek underwriters, including existing shareholdersPublic offer, (3) Allocate shares to a specific third partyThird party allocationThere are three types. Third-party allotment is often used as a means of business tie-ups, corporate acquisitions, or takeover countermeasures, rather than financing[99].

In the case of shareholder allocation, the shareholding ratio of existing shareholders and the economic value of the stock are not affected, but in the case of public offering or third party allocation, there are two points:Stock dilution (dilution) may occur, which may be a disadvantage to existing shareholders[100].

Lower shareholding ratio
With the issuance of new shares other than the shareholder allocation, the shareholding ratio of existing shareholders will decrease unless they receive their own allocation. Especially in closed companies with strong human connections, the shareholding ratio is often tied to the position of the shareholders themselves as executive officers, which is a big disadvantage and it is not possible to acquire shares in the market and maintain the shareholding ratio. , Protection of ownership is important[101].
Diluting economic value through favorable issuance
In the case of shareholder allocation, no matter how much the issue price of new shares will be, it will not affect the economic profit of existing shareholders, but in the case of other than shareholder allocation, new shares will be issued at a price lower than the original value of the shares. If this happens (favorable issuance), the economic value per share will decline, which will be a disadvantage to existing shareholders.[102].

Therefore, in each country, there are procedural regulations to protect the interests of existing shareholders as follows.[103].

Approval of shareholder meeting
As stated above, the issuance of new shares affects the interests of existing shareholders, and therefore each country requires that the issuance of new shares must be approved by the general meeting of shareholders in some form, but on the other hand, it is flexible in response to market conditions. There is also a need to raise funds[104].
Japanese public companies and the United States may issue new shares by determining the issuance conditions at the discretion of the Board of Directors within the range of the total number of authorized shares authorized to be issued by the Articles of Incorporation (the number of authorized shares) ((Authorized capital system). In order to increase the number of authorized shares, approval at the shareholders' meeting is necessary, but in many cases, the actual issued portion is a part of the authorized shares, so it may be issued without approval from the shareholders' meeting each time. it can. However, a public company in Japan must issue at least one-quarter of the number of authorized shares at the time of establishment, and even if the number of authorized shares is increased by changing the articles of incorporation, the number of authorized shares will increase to only four times. There is a restriction that you can not[105].
On the other hand, public companies in France and Germany (SA and AG) allow the shareholders to approve the issuance of new shares in advance, but the discretion of the board of directors is more limited. EU law generally limits the period from the approval at the general meeting of shareholders to the actual issuance within 5 years[106].
Granting subscription rights
In certain cases, existing shareholders will be granted preemptive right to prevent the shareholding ratio of existing shareholders from decreasing. In Japan, in principle, a shareholder's allotment that grants subscription rights to private companies is required, and a special resolution at a general meeting of shareholders is required for third-party allotment, etc.[107][Annotation 9].. German private companies are also required to give their existing shareholders subscription rights, and French private companies are only entitled to subscription rights if the articles of incorporation provide. On the other hand, for public companies, European countries have statutory rights to grant subscription rights, and a special resolution at a general meeting of shareholders is required to waive it. In the United States, both public and closed companies are granted subscription rights only if the articles of incorporation provide[108].
Advantageous issuance regulation
In Japan, in the case of issuing a favorable issue by means other than shareholder allocation (when the amount is particularly advantageous to the person who subscribes for the offered shares), the directors explain the necessity at the general shareholders' meeting and then Must get a resolution[109].

Class stock

Multiple countries with different contentClass stockIs allowed to issue.

Of the class stocks, the stocks that are given priority over common stocks for dividends and distribution of residual assetsPreferred stock (Preferred stock). Unlike corporate bonds, etc., dividends are not obligatory to pay dividends to preferred shares, but dividends cannot be paid to common shares unless dividends are paid to preferred shares. Dividend preferred stocks include non-participating preferred stocks in which only preferred dividends are paid, and participating preferred stocks (participating preferred) in which, in addition to receiving preferred dividends, dividends can be received in the same manner as ordinary shares. There is. Also, if certain dividends are not received in a certain year, cumulative dividends in which the deficit is carried over to later years and preferred dividends are paid, and non-cumulative preferred stocks that are not carried forward ( noncumulative dividends)[110].. Contrary to preferred stock, stocks with subordinated dividendsSubordinated stockSay. Companies with poor performance will be able to raise funds by issuing preferred stock, and if the preferred stock is a voting-restricted stock when the equity capital is enhanced with support from the parent company and the government, the company will have control of the company. Can be avoided, and subordinated shares can avoid the impact on existing shareholders' economic interests.[111].

In addition, stocks that can be redeemed (purchased from shareholders) by a stock company at a predetermined price at certain times/cases.Shares with acquisition clause (redeemable shares). Stocks with acquisition clauses are often redeemed as dividend preferred stocks because it is actually profitable to eliminate stocks with a large dividend burden.[112].

In addition, under Japanese law, it is permitted to issue restricted stock as a type of class stock that requires the approval of the stock company for the transfer of stock.[113][Annotation 10].

Corporate bond

Corporate bondIs a bond that a company borrows from the public and is divided into a number of bonds.SecuritiesRefers to those represented in. However, strict definition is impossible[114].

Corporate bonds includeStraight bondWhen,Stock acquisition rightWas attachedBonds with stock acquisition rights(Warrant bond), convertible bond (current Japanese law)Convertible bond type bonds with stock acquisition rights) Is a type of bond with stock acquisition rights. Bonds include collateralized bonds and unsecured bonds.

In Japan, corporate bonds used to be always secured (collateralized principle), and in practice it was practiced that only a small number of large companies were allowed to issue corporate bonds. These have been abolished, and good companies can now issue unsecured bonds.[115].. In the past, it was understood that only corporations could issue bonds.[116], New Company Law states that equity companies can also issue corporate bonds[117].

Japanese corporate law stipulates that the board of directors make a resolution to issue corporate bonds.Bond managerTo make decisions about matters that have a serious relationship with the interests of corporate creditors.Corporate creditors meetingIt stipulates the issuance procedure, management, etc. of corporate bonds, including the convocation of corporate bonds, but the British and American Corporate Law does not provide special provisions for corporate bonds.[118].

Stock market

As mentioned above, stocks can be transferred freely in principle, but stock market (stock exchange andOver-the-counter market) Will increase the liquidity of stocks and corporate bonds, and will be able to obtain financing from many investors at low cost. From an investor's point of view, it will be easier to manage the money, and from a social perspective, it will be possible to efficiently allocate financial resources. In addition, the stock market reflects the evaluation of corporate management in the stock price, and the management of inefficient companies.AcquisitionPlays a major role in corporate governance.[119].

However, if information about the value of the securities (mainly the information of the issuing company itself) is not sufficiently disclosed or false information is provided, fair price formation cannot be achieved and investors' profits are harmed. Therefore, each country imposes compulsory information disclosure (disclosure) on companies participating in the securities market.[120].

In the United States, the stock market has traditionally been the Securities Act of 1933,Securities Trading Act 1934It is regulated by two federal laws, which are overseen by the Securities and Exchange Commission (SEC). In addition, the Enron case,World comIn 2002, following a series of corporate scandals such as incidentsSarbanes-Oxley Act(SOX Law) was enacted. This was to ensure thorough information disclosure, including the strengthening of penalties, but at the same time, to improve corporate accountability by reforming the accounting and auditing system, strengthening the accountability of the Audit Committee, executive officers, and establishing (PCAOB). It also directly regulates governance improvement.[121].

In Japan, the conventional securities trading law was adopted in 18.Financial Instruments and Exchange ActHas been revised to stipulate regulations on information disclosure and insider trading.

Disclosure of corporate information
The US Securities and Exchange Law imposes disclosure obligations not only on listed companies but also on all companies, in principle, with more than 500 shareholders and over $1000 million in assets. In addition to the initial registration, continuous disclosure such as annual report, quarterly report, and extraordinary report was required, and further strengthened by SOX law.[122].
Insider Trading Regulations
In Europe and Japan, directors and executive officers of listed companies are prohibited from trading their own shares before disclosure of material nonpublic information. U.S. prohibits insider trading prior to disclosure, not only for public companies but also for closed companies and for any securities[123].
Tender offer regulations
Tender offer([Japanese] TOB, [English] tender offer) means to acquire shares of public companies, etc. at a fixed price in large quantities all at once outside the market.LaterOften used as a means of acquiring a company like[124].. In the United States, in the 1968 revision of the Securities and Exchange Law (), procedures such as the obligation of the acquirer to disclose information in the Tender Offer and the requirement to present it to all shareholders at the same price were established.[125].. The Financial Instruments and Exchange Act of Japan imposes similar regulations.

Corporate accounting

Financial documents

Accounting audit




Selling a company's business to a third party is called a corporate acquisition (M & A), and its legal methods are (1) absorption-type merger, (2) business transfer, (3) absorption-type split, and (4) stock. There is acquisition etc.[126].

Since these corporate restructuring actions have a large impact on shareholders, it is necessary for each country to make a resolution such as a general meeting of shareholders regarding mergers, etc. ing.

In addition, for acquisition of companies such as mergers,Antitrust law(Antitrust law) Is also imposed[127].


mergerMeans that two or more companies are combined into one company by contract. As a result, the rights and obligations of each of the parties concerned (the companies that merge) will be succeeded by one company. One of the parties takes over the rights and obligations as the surviving company, and the other parties disappear.Absorption merger (merger) and all parties concerned disappear and a new company is establishedNew merger has (consolidation)[128].

Instead of losing the shares of the extinguished company, the shareholders of the extinguished company receive the shares of the surviving company (or the newly established company) in consideration of the number of shares held. The ratio of the number of shares owned by the shareholders of the extinguished company and the number of shares allocated to itMerger ratioTo say[129].. Until about 1960 in AmericaConsideration for mergerWas always the stock of the surviving company (or the newly established company), but it is now common that all or part of the consideration for the merger is cash or other property. In addition, the acquisition companyWholly owned subsidiary, The target company will be absorbed into its wholly owned subsidiary, and the shares (or cash) of the parent company, which is the acquiring company, will be delivered as merger consideration to the shareholders of the target company.Triangular merger (triangular merger) is often done[130][Annotation 11].. Even in Japan, the new company law allows for flexibility in merger consideration, and it is now possible to use money as consideration.2007 (19) February 5Enforcement). This also enabled a triangular merger with the shares of the surviving company's parent company as consideration.[131].

If the merger is carried out with insufficient consideration compared to the expected future profits from the business of the extinguished company, the profits of the extinguished shareholders will be impaired. Therefore, in many countries, the merger requires approval by a special majority of the shareholders in each party. EU Third Company LawinstructionRequires Member States to have at least two-thirds of the votes (or more than half of the outstanding shares) voted at the shareholders' meeting for approval of the merger, with 3% in the UK and Germany, Two-thirds are used in France. In Japan as well, approval by at least two-thirds of the voting rights of attending shareholders is required. Many states in the United States require a majority of the total number of issued shares[132].

On the other hand, carrying out the merger based on the approval of the majority of shareholders means that the merger is carried out against the will of the minority shareholders who think that the merger will damage their own interests. Therefore, the corporate laws of the states of Japan and the United States require shareholders who oppose the merger.Stock purchase request right (right of appraisal) to allow opposite shareholders to claim the company for the purchase of shares at a fair price. When there is discussion between the shareholder and the company regarding the purchase price, the purchase will be carried out at that price, and if there is no discussion between the parties, the price will be decided by the procedure of the court.[133].. However, European countries generally do not have the right to claim a share buy-in, instead requiring an expert valuation.[134].

Business transfer

Business transferIs the transfer of all or a significant part of a company's business[135].. Companies that transfer business often go through liquidation and dissolution procedures[136].

As with the merger, the business transfer has a large impact on the interests of shareholders, so approval by special voting by shareholders is required in some countries. In Japan, in principle, a special resolution of the general meeting of shareholders is required for the transfer of the entire business and the transfer of an important part of the business. Many states in the United States also require that shareholders approve all or most of the assets of a company that are not in the normal course of business. In the UK and France, on the other hand, it is at the discretion of the board of directors and shareholder approval is not generally required.[137].

Also, in many states of Japan and the United States, opposition shareholders are granted the right to request the purchase of shares.[138][Annotation 12].

Company split

Company split (Corporate division) means to divide one company into two or more companies. It is used as a method of business restructuring that makes the business divisions of a company independent, but it is also sometimes used as a means of acquiring a company.[139].

Neither country has the stricter regulations on the company split than the merger. In the United States, there are no particular regulations regarding company splits, and company splits are carried out in the form of business transfers or stock dividends.[140].

Acquisition by acquisition of shares

Acquisition of sharesThe acquisition is a friendly takeover carried out with the support of the target company's board of directors and a hostile takeover against the intention of the target company's board of directors. As a method, (1) shares are individually transferred from major shareholders, (2) stocks are bought in the market, and (3)Takeover bid(AboveThere is). In the case of a friendly acquisition, (4) a method of receiving a large amount of third-party allocation of shares from the target company, (5)Stock transfer-Stock exchange (compulsory share exchange) can also be used[141].

In the United States, the takeover bids for companies in the 1980s peaked. At the same time, use external funds when the acquirer has little self-financingLeveraged buyout The acquisition method called (LBO) has also developed. This is because a dummy company established by the acquirer raises funds for the acquisition by issuing junk bonds and bank borrowing, makes an acquisition by a method such as a tender offer, and after the acquisition is successful, the target company is absorbed and merged with the dummy company. Then, the cash flow of the surviving company (such as gain on sales of surplus assets) is used to repay the debt.[142][143].. However, by the end of the 1980s, many LBO companies went bankrupt, and acquisitions of share acquisitions declined sharply. Instead, since the end of 1993, mergers by large companies due to negotiations with SMEs have increased.[144].

In the United States, with the surge in corporate acquisitions in the 1980s,Takeover defense measuresAlso developed. When one shareholder acquires a certain percentage or more of the shares, it diminishes the shareholder value by issuing shares or corporate bonds to shareholders other than the acquirer at a low price.Poison pill(Poison drug clause), capital increase (lock-up) to third parties for friendly partners, buyback of shares and dividends to increase stock price and make acquisition difficult, ask more desirable companies to buy Techniques such as White Night were devised. These defense measures areRevlon criteriaIs allowed by a court case under certain standards such as[145].. On the other hand, in the UK, in order to take defensive measures, it is necessary to approve the ordinary general meeting of shareholders in the face of actual acquisitions, and it is prohibited by the Board of Directors to take defensive measures. European countries tend not to easily recognize takeover defense measures[146].

Organization change

Organizational change means that a company becomes a different type of company while maintaining the same legal personality.

Dissolution and liquidation

CompanyDissolutionDoes not mean that it will disappear immediately. If you register for dissolution, you will not be able to do business activities,Clearing affairsEnter (clearing company). In the clearing affairs, the property and debt are organized and the residual property is distributed to the shareholders. Eventually, all remaining assets will be distributed, and the company will disappear after registration of liquidation completion.


[How to use footnotes]

注 釈

  1. ^ On the other hand, assuming that the investor does not become the owner of the business,Cooperative,Institute,Mutual companyThere is. Kanda (2009: 1, 25).
  2. ^ Company with Board of DirectorsThen, after the board of directors has decided the date, place, agenda, etc. of the general meeting of shareholders, the representative directors, etc. will convene (Company Law Article 2984).
  3. ^ Old Commercial Code Article 260 etc. There was no board of directors in the limited company (formerlyLimited company lawSee Article 26).
  4. ^ However, the Articles of Incorporation may specify that the quorum is one-third or more and that the number of votes required for voting is a majority or more (Company Law Article 341). In the old Commercial Code, the number of votes required for voting was two-thirds of the special majority vote (Old Commercial Code 3, 2).
  5. ^ According to Japanese law, directors are obliged to take care of good managers (duty of good manager) (Company Law Article 330,Civil Code Article 644), is liable to loyalty (Company Law Article 355).Supreme Court OfPrecedentStates that the duty of loyalty extends and clarifies the duty of due care of a prudent manager. (Supreme Court June 45, 6MinshuVolume 24 number 6, page 625Supreme Court Case Search System (Viewed on August 2014, 8), the prevailing view is that the two are different concepts in the theory.Kanda (20: 2009-203).
  6. ^ Under the new Japanese corporate law, it is named as "an action to pursue liability" (Company Law Article 847).
  7. ^ Under Japanese corporate lawSystem for ensuring proper business operationsIt is called.
  8. ^ By cumulative votingDIf a director is appointed once,nNumber of shares required to appoint a directorxIs the total number of sharesSThen,Can be calculated by Hamilton (2000:267-268).
  9. ^ On the other hand, a public company can issue new shares at a discretion of the board of directors without any special resolution at the general meeting of shareholders by means other than shareholder allocation (without giving new shares subscription rights) (Company Law Article 201).
  10. ^ Under the old law, the company was divided into a public company that allows free transfer of shares and a closed company that stipulated in the articles of incorporation that transfer of shares would require approval from the board of directors (old commercial law, Article 204, paragraph 1). The law can stipulate that all shares must be approved by the stock company (Company Act Article 107, Paragraph 1, Item 1), and restricted shares can be issued as a type of class share (Companies Act Article 108, Paragraph 1). No. 4) was arranged.
  11. ^ The advantage of the triangular merger is that the acquiring company does not have to inherit the debt of the target company because the subsidiary inherits the debt of the target company. The point is to receive the stock of. Hamilton (2000:620).
  12. ^ However, Delaware's law, which has a great influence on US corporate law, only grants the right to demand the purchase of shares in a merger. Kraakman et al. (2004:140).


  1. ^ Yuhikaku Dictionary of Legal Terms [3rd Edition] (edited by the Legal Term Study Group, Yuhikaku, 2006,ISBN-4 641-00025-5) Page 109, "Company" section, Page 654, "Incorporated corporation" section
  2. ^ Kraakman et al. 2004, pp. 1, 5–6, 15)
  3. ^ Kraakman et al. 2004, p. 15
  4. ^ Kraakman et al. 2004, pp. 6–7
  5. ^ Kraakman et al. 2004, p. 7
  6. ^ Hamilton 2000, p. 46
  7. ^ Kanda (2009:25)
  8. ^ Kraakman et al. 2004, p. 8
  9. ^ Kraakman et al. 2004, p. 9
  10. ^ Hideki Kanda 2009, p. 25
  11. ^ Kraakman et al. 2004, p. 9
  12. ^ Kraakman et al. 2004, pp. 8–9
  13. ^ About Japanese corporationsCompany Law Article 104, About American CorporationHamilton 2000, p. 47.
  14. ^ JapaneseCompany Law Article 580.
  15. ^ Kanda (2009:28).
  16. ^ Kraakman et al. 2004, p. 10
  17. ^ About Japanese corporationsHideki Kanda 2009, p. 26,Kazushi Yoshihara et al. 2004, p. 77,Company Law Article 127reference.
  18. ^ Kazushi Yoshihara et al. 2004, p. 78
  19. ^ Kraakman et al. 2004, p. 11.About JapanCompany Law Article 2See No. 17.
  20. ^ a b Kraakman et al. 2004, p. 11
  21. ^ Iwata (2007:44).
  22. ^ Kanda (2009:26). Kraakman et al. (2004:11-13).
  23. ^ Kanda (2009:25), Kraakman et al. (2004:13).
  24. ^ Kanda (2009:1-3).
  25. ^ Iwata (2007: 32-33).
  26. ^ Iwata (2007:16, 37-38).
  27. ^ Iwata (2007:11-12, 22).
  28. ^ See Iwata (2007:37, 42-43).
  29. ^ Iwata (2007:35).
  30. ^ Iwata (2007: 28-31).
  31. ^ a b International Encyclopedia (1968:396-97).
  32. ^ International Encyclopedia (1968:397).
  33. ^ Hamilton (2000:62), International Encyclopedia (1968:398-99).
  34. ^ Hamilton (2000:63-64), International Encyclopedia (1968:399).
  35. ^ International Encyclopedia (1968:400).
  36. ^ Company Law Article 25Item 1.
  37. ^ Company Law Article 26~29 article.
  38. ^ Company Law Article 34,63 article.
  39. ^ Company Law Article 49.
  40. ^ Overview · Second 2 (1). See Article 1-168 of the Old Commercial Code.
  41. ^ Company Law Article 575,579 article.
  42. ^ Hamilton (2000:78).
  43. ^ a b Hamilton (2000:82).
  44. ^ Hamilton (2000:115-116).
  45. ^ Hamilton (2000:88).
  46. ^ Hamilton (2000:107).
  47. ^ Kanda (2009:160).
  48. ^ Kanda (2009:161).
  49. ^ Kanda (2009:63), Hamilton (2000:164).
  50. ^ Company Law Article 296Item 1 and item 2.
  51. ^ Article 296, Paragraph 3 of the Companies Act,297 article.
  52. ^ Kanda (2009:165),Company Law Article 295.
  53. ^ Company Law Article 309.
  54. ^ Hamilton (2000:254-56).
  55. ^ Company Law Article 326Item 2,327 articleItem 1.
  56. ^ Kanda (2009:191-92).
  57. ^ Hamilton (2000:232-33, 402).
  58. ^ Hamilton (2000:238-39).
  59. ^ Hamilton (2000:319).
  60. ^ Hamilton (2000:239-40, 388-89).
  61. ^ Hamilton (2000:412-16), Kraakman et al. (2004:21-31).
  62. ^ Kraakman et al. (2004:34).
  63. ^ Kraakman et al. (2004:34-36), per JapanCompany Law Article 329.
  64. ^ Kraakman et al. (2004:37), per JapanCompany Law Article 332Item 1.
  65. ^ Kraakman et al. (2004:37), per JapanCompany Law Article 339,341 article.
  66. ^ Kraakman et al. (2004:41).
  67. ^ Kraakman et al. (2004:42). For Japan, Kanda (2009:171), Article 298, Paragraph 2 of the Companies Act.
  68. ^ Hamilton (2000:397-99, 404-05, 411), Kraakman et al. (2004:42-43).
  69. ^ Kraakman et al. (2004:41-44, 46).
  70. ^ Hamilton (2000:241-), Kraakman et al. (2004:47).
  71. ^ Kraakman et al. (2004:47). Kanda (2009:168-169) on Japanese shareholder proposal.
  72. ^ Kraakman et al. (2004:38-39).
  73. ^ Hamilton (2000:410), Kraakman et al. (2004:50).
  74. ^ Hamilton (2000:414-15), Kraakman et al. (2004:51).
  75. ^ Kraakman et al. (2004:52).
  76. ^ Kanda (2009:203-204), Kraakman et al. (2004:52).
  77. ^ Kanda (2009:204-210), Kraakman et al. (2004:52).
  78. ^ Kanda (2009:238).
  79. ^ Etsuro Kuronuma "Diversification of Disclosure System"JuristoNo. 1368, Yuhikaku Publishing, December 2008, p. 12.
  80. ^ Kanda (2009:193, 205-06), Overview, 2 of 3(2).
  81. ^ Hamilton (2000:416), Kraakman et al. (2004:52).
  82. ^ Iwata (2007:49-58), Hamilton (2000:417-18).
  83. ^ Kanda (2009:187-188), Hamilton (2000:267-270).
  84. ^ Hamilton (2000:268).
  85. ^ Kanda (2009:188).Company Law Article 342.
  86. ^ Hamilton (2000:268-69).
  87. ^ Kraakman et al. (2004:55-56). Kanda in Japan (2009:169),Company Law Article 308Item 1.
  88. ^ Kraakman et al. (2004:62-63).
  89. ^ Kraakman et al. (2004:66). Per JapanCompany Law Article 429reference.
  90. ^ Kanda (2009:119), Yoshihara et al. (2004:1-3).
  91. ^ Kanda (2009:119), Yoshihara et al. (2004:1-2).
  92. ^ Kanda (2009:119, 121), Yoshihara et al. (2004:2-3).
  93. ^ Kanda (2009:122-23), Yoshihara et al. (2004:2-3), Hamilton (2000:210-11).
  94. ^ Yoshihara et al. (2004:12), Hamilton (2000:211). Kanda (2009:123).
  95. ^ Yoshihara et al. (2004:4).
  96. ^ Hamilton (2000:216-218).
  97. ^ Yoshihara et al. (2000:4-5), Hamilton (2004:218).
  98. ^ Yoshihara et al. (2004:5), Hamilton (2000:215).
  99. ^ Yoshihara et al. (2004:21-24).
  100. ^ Kanda (2009:126-27), Yoshihara et al. (2004:20), Kraakman et al. (2004:146).
  101. ^ Yoshihara et al. (2004:21).
  102. ^ Kanda (2009:127).
  103. ^ See also: Kanda (2009:127-28).
  104. ^ Kraakman et al. (2004:146), Kanda (2009:124).
  105. ^ Kraakman et al. (2004:146-45). About Japan, Kanda (2009:124-25, 131-32),Company Law Article 37,113 articleItem 3,201 articleRead by199 articleItem 2.
  106. ^ Kraakman et al. (2004:145).
  107. ^ Kanda (2009:133).Company Law Article 202reference.Article 199 of the same lawItem 2,309 articleItem 2-5.
  108. ^ Kraakman et al. (2004:148).
  109. ^ Kanda (2009:135),Company Law Article 199See paragraphs 3 and 201, paragraph 1.
  110. ^ About Japan, Kanda (2009:78), Yoshihara et al. (2004:11-12).Company Law Article 108See paragraphs 1 and 1 Hamilton (2:2000-204) for America.
  111. ^ Kanda (2009:77), Yoshihara et al. (2004:11-12).
  112. ^ About Japan, Kanda (2009:76-77), Yoshihara et al. (2004:14).Company Law Article 107Item 1, No. 3,108 articleSee items 1 and 6 and 7. Hamilton (2000:207) for America.
  113. ^ Kanda (2009:74-75).
  114. ^ Kanda (2009:287), Yoshihara et al. (2004:57).
  115. ^ Yoshihara et al. (2004:2).
  116. ^ Yoshihara et al. (2004:59).
  117. ^ Kanda (2009:287),Company Law Article 676reference.
  118. ^ Kanda (2009:288).
  119. ^ Yoshihara et al. (2004:121), Kraakman et al. (2004:193).
  120. ^ Yoshihara et al. (2004:121-22), Kraakman et al. (2004:194-95).
  121. ^ Hazen-Ratner (2006:11-14).
  122. ^ Hazen-Ratner (2006:111-12).
  123. ^ Kraakman et al. (2004:113).
  124. ^ Yoshihara et al. (2004:127-28).
  125. ^ Hazen-Ratner (2006:125-26).
  126. ^ Kanda (2009:308).
  127. ^ Kanda (2009:310).
  128. ^ Kanda (2009:314), Hamilton (2000:615), Kraakman et al. (2004:134).
  129. ^ Kanda (2009:315).
  130. ^ Hamilton (2000:619-620).
  131. ^ Kanda (2009:315-318).
  132. ^ Kraakman et al. (2004:134). For Japan, Article 309, Paragraph 2, Item 12 of the Companies Act.
  133. ^ Kraakman et al. (2004:140). About Japan, Kanda (2009:321),Company Law Article 785Less than,797 articleLess than,806 articleLess than. Hamilton (2000:627-31) for America.
  134. ^ Kraakman et al. (2004:141).
  135. ^ Kanda (2009:309).
  136. ^ Hamilton (2000:626).
  137. ^ Kraakman et al. (2004:145). About Japan, Kanda (2009:310),Company Law Article 467Item 1, Item 1, Item 2, Article 309, Item 2, Item 11. Hamilton (2000:625) for America.
  138. ^ Kraakman et al. (2004:140). About Japan, Kanda (2009:310),Company Law Article 469,470 article.. Hamilton (2000:626, 630) for the United States.
  139. ^ Kanda (2009:331).
  140. ^ Kraakman et al. (2004:136-37).
  141. ^ Kanda (2009:310), Kraakman et al. (2004:158).
  142. ^ Hamilton (2000:435-36).
  143. ^ Mitsuru Iwamura (December 2005, 12). “Around LBO (Leveraged Buyout)". 2009/4/8Browse.[Broken link]
  144. ^ Hamilton (2000:417, 437, 440-41).
  145. ^ Hamilton (2000:437-38).
  146. ^ Kraakman et al. (2004:166-67).

References, etc.

Online information (Japanese law)



  • International Encyclopedia:Edward S. Mason (1968). "Corporation". In David L. Sills (ed.). International Encyclopedia of the Social Sciences. 3. The Macmillan Company & The Free Press. Pp. 396–403.


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