Corporate Law - Japan Compliance (Page 2)

Japan Compliance

Corporate Law

A collection of 30 posts

Slide summarising director liability for corporate donations in Japan—conflict-of-interest rules, Shizuoka 2024 case, key compliance steps.

Corporate Governance

Director Liability for Corporate Donations in Japan: Managing Conflicts of Interest & Fiduciary Duty

TL;DR * Japanese law permits philanthropy, but donations tied to a director’s interests trigger strict conflict rules under the Companies Act. * The Shizuoka District Court (Apr 25 2024) upheld a ¥4.76 bn bank-to-foundation donation, stressing documented CSR purpose and reasonable scale. * Boards must secure conflict-free approval, prove a

Slide summary: 2024 Japan Supreme Court decision—board discretion, bonus reduction, business-judgment deference, director duties

Board Discretion and Director Accountability in Japan: Insights from a 2024 Supreme Court Ruling

TL;DR: A 2024 Supreme Court ruling upheld a board’s discretion to slash a retiring director’s bonus after an external probe found serious misconduct. The decision confirms that Japanese courts defer to boards acting through proper process and clarifies how “business-judgment” deference interacts with directors’ duty of care

Slide summary: lawyer-director due-diligence failure, gross negligence, Article 429 personal liability in Japan

Director Liability in Japan: Lessons from a Case Involving Lawyer-Directors and M&A Due Diligence

TL;DR: A 2024 district-court ruling voided a board resolution and found a lawyer-director personally liable for grossly negligent M&A due diligence. The case shows that directors with professional expertise carry a higher duty of care and may face full third-party damages when their advice is misleading. Table

Slide summary: Japan’s beneficial-ownership debate—current gaps, G7/FATF pressure, proposed registry reforms, corporate impact

Enforcing Provisional Injunctions in Japan: Validity of Shareholder Resolutions Passed in Violation

TL;DR: A 2024 Osaka High Court decision confirmed that a shareholder resolution passed in breach of a provisional injunction is void. The ruling tightens corporate-governance risk for issuers that ignore injunctions and clarifies the evidentiary burden when disputes escalate to nullification suits. Table of Contents 1. Introduction 2. Background:

Slide summary: 2024 Tokyo ruling on fixed-price employee share repurchase—legal framework, court reasoning, drafting tips

Share Transfer Restrictions in Closely-Held Japanese Corporations: Analyzing Recent Case Law

TL;DR: A 2024 Tokyo District Court ruling upheld an employee share-repurchase clause that forced resale at acquisition cost—so long as dividends had been paid—underlining the fine line between legitimate control of ownership and public-policy violations in Japan’s closely-held corporations. Table of Contents 1. Share Transfer Restrictions