Issues of International Corporate Law

本研究项目包括以下结果：首先，对国际公司法研究的历史发展和现状进行了探讨。实体法和法律冲突问题多年来没有得到明确的确定，某些管制规则的域外适用问题也没有得到正确的分析。其次，分析了国际公司法的基本理论。它包括(1)什么是公司的管辖法律（所在地理论或公司成立理论），(2)哪些问题是由公司的法律管辖的，(3)什么规则适用于国际私法的运作（例如，证券条例的域外适用）。对公司法的适用范围进行界定，是因为对公司事务有必要进行统一的规定，并从这一角度重新审视了现有的争论。第三，对国际母子关系作为一种特殊的基础理论应用进行了仔细的考察。特别注意了由于母公司对子公司行使权力和子公司可能的管理不善而产生的责任。分析还涵盖了执行此类责任的适用法律，包括母公司股东的派生诉讼（两级派生诉讼）。第四，分析了新《公司法》存在的问题。有人告诫说，新的《治罪法》试图作为实体法问题来解决所有问题，但这种做法是错误的，已经发现了一些不幸的结果。最后，用英语向外国读者介绍了日本国际公司法的现状和未来发展方向。

This research project includes the following results.First, the historical developments and present status of the international corporate law studies were explored. Issues of substantive law and of conflict of laws were not clearly identified for many years and the problems of extra-territorial application of certain regulatory rules were also incorrectly analyzed.Second, the basic theory of international corporate law was analyzed. It includes among others (1) what is the governing law of the corporation (seat theory or incorporation theory), (2) which problems are governed by the law of the corporation and (3) what rules are applied irrespective of the operation of private international law (e.g., extra-territorial application of securities regulations). The scope of application of the law of the corporation was defined because of the necessary uniform regulation of the corporate affaires and existing arguments were re-examined from this view point.Third, the international parent-subsidiary relationships were carefully examined as a special application to basic theory. Special attentions were drawn on the liability arising out of the exercise of the parent's power over the subsidiaries and of the possible mismanagements in subsidiaries. The analysis also covers applicable law of the enforcing such liability including derivative action by parent's shareholders (two tier derivative actions).Forth, the potential problems in the new Corporate Code were examined. It was cautioned that the new Code tries to solve all issues as a matter of substantive law but the approach is misguided and several unfortunate results are already found.Finally, the current status and future agenda of Japanese international corporate law were introduced for the foreign readers in English.