Issues of International Corporate Law

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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.