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💹 | Toshiba stocks continue to fall, disgusting lawyer investigation report over last year's general meeting


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Toshiba stocks continue to fall, disgusting lawyer investigation report over last year's general meeting

 
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In this survey, the company, together with the Ministry of Economy, Trade and Industry, found that it had an unreasonable impact on the largest shareholder who had proposed the appointment of an outside director.
 

[Tokyo XNUMXth Reuters] – Toshiba stocks continue to fall on the Tokyo stock market.About Toshiba Shareholders' Meeting in July last year ... → Continue reading

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Outside director

Outside directorWhat is (Crouching and Shiriyaku)?Ltd. OfDirectorIt has the role of checking corporate management from an external perspective.

Depending on the companyHitachi, Ltd.,ToshibaLike,Corporate governanceAs part of the reform, outside directors are given the right to proceed with the proceedings of the board of directors as the "chairman of the board of directors".[1],Company with Nominating CommitteeIn some cases, an outside director is assigned as the nominating chairperson.[2].


Definition

Refers to all of the following (Company Law Article 2No. 15).

  1. The corporation or itssubsidiary OfExecutive Director(Co., Ltd.Company Law Article 363Refers to the directors listed in each item of paragraph 1 and other directors who have executed the business of the stock company.same as below. ) OrExecutive officerOrManagerOtherServant(Hereinafter referred to as "executive directors, etc."), and have never been an executive director, etc. of the stock company or its subsidiary for 10 years before taking office.
  2. At any time within 10 years prior to his inauguration, the director of the stock company or its subsidiary,Treasurer(If the accounting advisor is a corporation, the employee who should perform the duties) orStatutory AuditorFor those who have been (excluding those who have been executive directors, etc.), the stock company or its subsidiaries for 10 years prior to becoming the director, accounting advisor or corporate auditor. Have never been an executive director, etc.
  3. Of the corporationParent companyEtc. (limited to those who are natural persons) or not a director, executive officer, manager or other employee of the parent company.
  4. Not a business executive director, etc. of a subsidiary company, etc. of the parent company, etc. of the stock company (excluding the stock company and its subsidiaries).
  5. Directors or executive officers or managers of the stock company or other important employees or parent companies (limited to those who are natural persons)spouseOr twoRelative内 のrelativesNot that.

The 26 revision of the Companies Act has tightened the requirements for outside directors as described above.In addition, the limitation of liability for outside directors, etc. has been revised to target non-executive directors, etc. (Article 427, Paragraph 1 of the Companies Act). Announced in 2015Corporate governance-The code effectively requires listed companies to appoint two or more outside directors.

  • Company lawOnly the number of articles will be described below.
Decision of voting by special director

Company with Board of DirectorsAtSpecial DirectorAt least one of the directors must be an outside director in order to make a decision by373 articleItem 1 No. 2).

Regulations for companies with audit and supervisory committees

Company with audit and supervisory committeeIn, there must be three or more directors who are Audit and Supervisory Committee members, and the majority of them must be outside directors (331 article6).

Regulations in companies with nominating committees, etc.

Company with Nominating CommitteeIn the committee in, the majority of the members must be outside directors (400 article3).

Commercial registration

Under the Companies Act, it is possible to register that you are an outside director.Article 373 paragraph 1According toSpecial DirectorWhen there is a stipulation of voting by (Article 911, Paragraph 3, Item 21 C) OrCompany with CommitteeWhen (Article 911, Paragraph 3, Item 22) orArticle 427 paragraph 1の規定による社外取締役が負う責任の限度に関する契約の締結についての定款の定めがあるとき(911条3項25号)の場合に限られる(2006年3月31日民商782号通達第2部第3-5(2)ア(ア)なお書[3])。登記記録の例については2006年4月26日民商1110号依命通知第4節第5-5・同第5-6・同第5-8[4]See.

Before the enforcement of the Companies Act on May 2006, 5, if a director of a joint-stock company was an outside director, it was an absolute entry to the effect that he was an outside director (former Commercial Code, Article 1, Paragraph 188, Item 2-7).Even if the company cannot be registered as an outside director at the time of enforcement of the Companies Act, it is not necessary to cancel the registration of being an outside director only during the term of office of the outside director. (Article 2, Paragraph 113 of the Law Concerning the Development of Related Laws Accompanying the Enforcement of the Companies Act[5]).

Problems

Conflict of interest

in Japan,Big Four Law FirmsIn the case of a large office such asConflict of interestBecause of this, he is cautious about dispatching a lawyer on the premises.This is because if the client company, which is the main business, and the company to which the company is dispatched as an outside director are in a competitive relationship, the interests will conflict.In the case of major overseas law firms, it is often prohibited by internal rules to assume the position of outside director of another listed company.[6].

dictate

In Japan, influential alumni of finance, economy, foreign affairs, legal affairs and prosecution become outside directorsdictateTend to. The background is that "there are few jobs", "there are many actual jobs", and "the liability is limited" (the scope of exemption for damages is wide).[7].

footnote

[How to use footnotes]
  1. ^ Increasing number of corporate board chairpersons and external appointments Supported by the Financial Services Agency, governing reforms incorporating external perspectives(Sankei Digital June 2018, 7 Read June 13, 2021)
  2. ^ 2021 yearsToshibaThen.Nobuaki KurumayaCEO is an outside director, chairman of the board of directors and chairman of the nominating committeeOsamu Nagayama(Chugai PharmaceuticalIn some cases, it plays an important role, such as being forced to resign by the Honorary Chairman (Honorary Chairman).Toshiba, lessons learned from fraudulent accounting(Sankei Shimbun April 2021, 4 (viewed April 19, 2021))
  3. ^ Civil Affairs Bureau, Ministry of Justice "Handling of commercial registration duties accompanying the enforcement of the Companies Act (Notice) (PDF) ' Ministry of Justice
  4. ^ Civil Affairs Bureau, Ministry of Justice "Examples of commercial registration records accompanying the enforcement of the Companies Act (Notice of Order) (PDF) ' Ministry of Justice
  5. ^ Extract of the law concerning the development of related laws accompanying the enforcement of the Companies Act - e-Gov Law Search
  6. ^ “A leading source of outside directors, a major law firm hesitates to take office, concerned about conflicts of interest / disadvantageous to its core business”. Nihon Keizai Shimbun(July 2016, 4). http://www.nikkei.com/article/DGKKZO99746740W6A410C1TCJ000/ 2018/7/19Browse. 
  7. ^ “Outside directors who are bureaucrats, attending the board of directors 10 times a year and paying 100 million yen a day”(July 2014, 3). http://news.livedoor.com/article/detail/8649835/ 2014/4/28Browse. 

Related item

Shareholder

Shareholder(Turnip,(British: shareholder,stockholder) IsLtd.Investor.株主名簿に記名されているRegistered in the shareholder registryIndividual-CorporationThat thing.持ち株数に応じたAccording to the number of shares heldright(Shareholder rights), But up to the underwriting price of the shares held at the same timeLimited liabilityhave[1].

Overview

What is a shareholder?Ltd. OfstockThose who own (Natural person-Corporation), And as a result, the shareholders were given by the company.ProfitRegarding receiving a part of and how the company operatesvoteYou will have the right to (vote)[2].

Classification/Type

There are various taxonomies.

One Common share holder[Annotation 1] と Preferred share holder[Annotation 2] There is a classification method by.

Majority share holder[Annotation 3] Is a shareholder who owns more than 50% of the company's shares[3](The term "or more" in Japanese is a habit, and when expressed as "50% or more", it includes 50%, so it is often expressed as "51% or more" for convenience).あくまでその会社の議決権の過半数を支配しており、実質上のその会社の(株主や経営者の中では)支配的な存在となるIt controls the majority of the voting rights of the company, and is effectively the dominant player (among shareholders and managers) of the company.[4][Annotation 4]..Also known as "majority shareholder" in Japanese.

Classification of financial shareholders

Major shareholder
Shareholders with a high shareholding ratio.There is no strict definition.
Largest shareholder
Shareholders with the highest shareholding ratio.一般的にはIn generalParent companyAnd the founder's family (* asset management company and affiliated company by the founder's family) and capital tie-up companiesMain bank(Main bank)Institutional investorEtc. are often the largest shareholders.
Corporate shareholders
Among the shareholders, shareholders of various corporations and companies.Strictly speaking, it is a legal union (*combination(See section) does not have legal personality and therefore does not fall under corporate shareholders.
Stable shareholders
Shareholders who hold shares over the long term regardless of corporate performance or stock price fluctuations.There is no strict definition.Generally, the parent company, founder family, employee stock ownership association,Financial institutionAnd business partners.
Floating shareholders
Shareholders who are likely to sell their shares in a short period of time in response to business performance and stock prices.There is no strict definition.In addition, it should be notedTOPIXIn the free-float ratio, the shares obtained by excluding fixed shares from the total number of issued shares are defined as free-float shares. Of these, stocks that can be judged as floating stocks from published materials are treated as floating stocks),Treasury stockEtc., which means shares held by officers, etc.
Foreign shareholders
Foreign countriesShareholders of individuals and corporations who have a place of residence in.From the perspective of Europeans, shareholders of the United States, China and Japan are foreign shareholders, and from the perspective of the United States, shareholders of Europe, China and Japan are foreign shareholders.[Annotation 5].
Institutional investor
A corporation whose business is to make a profit by investing in stocks, but more specifically, it is not self-funded but trusted.Investment trust,pensionAn investor who manages a huge amount of investment funds such as funds.一般には、銀行を含むGenerally includes banksCross-shareholdingCompanies are not called institutional investors.
Master trust
Conventionally, regarding trust assets such as investment trusts and pensionsTrust bankas well as the Life insurance companyWas owned under his own name, but multiple financial institutions invested and established a trust bank for the purpose of cost reduction by integrating asset storage and management functions.It looks like a major shareholder because all of these shares are transferred under the name, but the pension funds, etc. that are entrusted with it indirectly exercise their voting rights through the Master Trust.[Annotation 6].
Employee shareholder system
It is (almost) a system unique to a joint-stock company in Japan, in which only employees of the company invest and hold shares.すでに時事通信社が同制度を導入していた先駆的存在であったが、報道通信事業者・Jiji Press was a pioneer in introducing this system, but it was a news agency.Kyodo NewsWith the establishment of the corporation, it gradually became known to the world.

Classification of Japanese legal shareholders

Special controlling shareholder
More than 179/1 of the voting rights of all shareholders of a stock company (if a ratio exceeding this is specified in the articles of incorporation of the stock company, that ratio) or more as stipulated in Article 10, Paragraph 9 of the stock company A person other than the above, a joint-stock company that owns all of the issued shares, or any other corporation specified by an Ordinance of the Ministry of Justice (a person who is a wholly-owned subsidiary of a special controlling shareholder).
Major shareholder
Financial Instruments and Exchange Act"In the name of oneself or another person (including a temporary person)" specified in Article 163, Paragraph 1.More than 100/10 of the total number of issued sharesShareholders who own shares (excluding those specified by Cabinet Office Ordinance in consideration of the mode of acquisition or ownership and other circumstances).

Shareholder-related laws in US law

Shareholders have various rights.The right is roughly a "cash flow right"[Annotation 7](Cash flowRight) and voting rights[Annotation 8] It is classified into.米国法でも株主にBecome a shareholder under US lawRight to request profit distribution,Voting rightsEtc. are allowed[5].

Right nameContent of rights
Right to request profit distribution[Annotation 9]The right to claim dividendsboard of directorsIt is a right that shareholders acquire when a dividend resolution is made in[6]..配当決議により会社は株主に対してDividend resolution gives the company to shareholdersDividendObliged to pay[6]..株主が違法配当と知りながら配当金を受け取ったときは会社に対して返還する義務を負うIf a shareholder receives a dividend knowing that it is an illegal dividend, he / she is obliged to return it to the company.[6]..また、株主が違法配当であることを知らずに配当金を受け取った場合でも会社がAlso, even if the shareholders receive the dividend without knowing that it is an illegal dividend, the company willInsolventIf you fall into, you will be obliged to return it.[6].
Voting rights[Annotation 8]As a general rule, one voting right is granted per share[7].
  • Right to vote on whether or not a person named by the board of directors can be hired as a director[8].
  • Nominate a director[Annotation 10], Right to make shareholder resolution[8].
  • Company'smergerAnd the right to vote for changes[8].
  • The right to hold and vote on shareholder resolutions.
  • The right to vote on the content of the proposal from the board of directors.
Right to request viewing of books, etc.[Annotation 11]A proper purpose is required to exercise the right to request viewing of books, etc., and it is necessary to make a request in writing at least 5 days in advance.[7].
(no name)Right to sell shares.
(no name)Right to buy new shares.

Shareholder-related laws and regulations in Japanese law

  • Company lawOnly the number of articles will be described below.

Overview

Co., Ltd.Equity companyUnlike the names of shareholders (employees) other than the founderArticles of IncorporationNot described in.Co., Ltd.Shareholder listMust state or record the name or address of the shareholders, the number of shares held by the shareholders, the date on which the shareholders acquired the shares, etc. (121 article).

Shareholder listIt is necessary to claim the rights of shareholders to the company, but forgetting to change the name does not mean that you will lose your status as a shareholder.

The notice or notification given to the shareholders by the stock company is when the address of the shareholder recorded or recorded in the shareholder list (when the stock company is notified of the place or contact information to be notified or notified separately) It is enough to send it to the place or contact information (126 article).

When a share belongs to the co-ownership of two or more persons, the co-owner shall determine one person who will exercise the rights to the share and shall not notify the stock company of the name or name of that person. Cannot exercise the right of (106 article).

Shareholder equality principle

ShareholdersShareholder equality principle(109 article), In principle, have the right according to the number of shares held.

Classification of shareholder rights

Shareholder rights (shareholder rights) are academically dependent on their nature.Self-interest(Rights aimed at enjoying direct economic benefits)Mutual benefit(Rights aimed at participating in company management, so-calledManagement participation right)are categorized.自益権はそのすべてが一株でももっていれば行使できる「単独株主権」であるが、共益権には一定数以上の株式を保有している株主でなければ行使できないSelf-interest rights are "single shareholder rights" that can be exercised if all of them have at least one share, but common interest rights can only be exercised by shareholders who hold a certain number of shares or more.Minority shareholder rightsThere is also.Company lawRegarding the rights of shareholders,105 articleThere are other regulations.

Self-interest

(Rights aimed at enjoying direct economic benefits)

Mutual benefit

(Rights for the purpose of participating in company management.Management participation right)

Shareholder responsibility

ShareholdersresponsibilityIs limited to the underwriting price of the shares held by104 article).

"Separation of ownership and managementFrom the principle of ", shareholders are conceptually separated from the management of the company.出資者である株主は、株式を購入するために出資をした金額を超えた責任は負わないShareholders who are investors are not liable for more than the amount invested to purchase the shares.[12]..No further burden is required.これを「株主This is called "shareholdersLimited liabilityPrinciple of[13].

footnote

[How to use footnotes]

注 釈

  1. ^ British: common shareholders
  2. ^ British: preferred shareholders
  3. ^ British: majority shareholder
  4. ^ It means a ruler among shareholders and a ruler over the board of directors.会社というのはA company isStakeholdersThere are many types, and they are in a relationship that supports and influences each other.その中でinside thatcustomerIn a broad sense, customers have a great deal of power, and if they are turned away by the majority of their customers, sales will plummet, most companies will not be able to stand, and management that goes against their intentions will not continue in the long run. The group (customers) is the (indirect but largest) ruler of the company.またマジョリティ・シェアホルダーが問題含みの判断をしすぎると、ステークホルダーの一種であるAlso, if the majority shareholder makes too many problematic decisions, he is a type of stakeholder.EmployeeThey may also unite and challenge management and major shareholders, and if all employees boycott their work (no matter how much voting rights the majority shareholder has, at most some. Employees are selectively dismissed, and conversely they are sued, leading to long-term trials or getting bogged down.Just because you're a majority shareholder doesn't mean that everything is what you want.
  5. ^ Speaking only in Japan, in the majority of publicly traded companiesArticles of IncorporationOr, according to the stock handling rules, in JapanStanding proxyIt is stipulated that a notice of convocation of a general meeting of shareholders should be served and dividends should be paid to a standing proxy (mostly a city bank or a foreign bank or a foreign securities company's Tokyo branch). Will be done.
    In addition, foreign corporations that are generally the holders of the shareholder list areCustodianIt is a financial institution called or, and it only acts on behalf of the real shareholders.この場合、真の株主は国外のIn this case, the true shareholders are foreignMutual fundEtc. are institutional investors.
    If you are listed on an overseas marketADRIn many cases, the depositary receipt company is the nominal shareholder.
  6. ^ Speaking only in Japan, as a typical master truss The Master Trust Bank of Japan(Major shareholders:Mitsubishi UFJ Trust and Banking Corporation,Nippon Life Insurance,Meiji Yasuda Life Insurance,Deutsche Bank)
    Japan Trustee Services Bank(Major shareholders:Sumitomo Mitsui Trust Holdings,Resona Bank)
    Trust & Custody Services Bank(Major shareholders:Mizuho Financial Group,Dai-ichi Life Insurance,Asahi Life Insurance,Meiji Yasuda Life Insurance,Fukoku Life Insurance)and so on.
  7. ^ British: cash-flow rights
  8. ^ a b British: voting rights
  9. ^ British: right to receive dividends
  10. ^ That said, there are various restrictions, and in general terms, nominations are quite difficult.
  11. ^ British: right to inspect books and records

Source

  1. ^ "Koto bank". 2020/7/15Browse.
  2. ^ Cambridge Dictionary
  3. ^ [1]
  4. ^ [2]
  5. ^ Hideki Sugiura, US Business Law, Chuokeizai-sha, 2007, pp. 476-478
  6. ^ a b c d Hideki Sugiura, US Business Law, Chuokeizai-sha, 2007, p. 478
  7. ^ a b Hideki Sugiura, US Business Law, Chuokeizai-sha, 2007, p. 476
  8. ^ a b c Velasco, Julian (2006). “The Fundamental Rights of the Shareholder”. UC Davis L. Rev. 40: 407–467. https://lawreview.law.ucdavis.edu/issues/40/2/articles/davisvol40no2_velasco.pdf 2018/4/16Browse.. 
  9. ^ Old Commercial Code Article 241 Paragraph 1
  10. ^ Old Commercial Code Article 247
  11. ^ Old Commercial Code Article 267 and below
  12. ^ Limited liability Money dictionary
  13. ^ Principle of limited liability to shareholders exBuzwords

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