Intra-group Transactions and the Protection of Minority Shareholders' Interests

本研究讨论了在集团内部交易的背景下，如何协调要求董事只追求他或她所代表的公司利益的公司法规则与董事经常追求集团公司整体利益的实践。本研究中对法国法律的研究对日本法律有以下启示：(1)法院的裁决应该基于群体政策而不是个人交易。(2)虽然法院很难评估一项集团政策并决定一项交易是否为个别公司提供了优势，但对法院来说，估计参与交易的公司之间的关系以及评估因交易而处于不利地位的公司的财务能力是有用的。

This study discusses how to reconcile the company law rule that obliges directors to pursue solely the interest of the company that he or she represents, with the practice that directors often pursue the interest of a group of companies as a whole, in the context of an intra-group transaction. Researches of French law in this study have the following implications regarding Japanese law : (1) Courts ought to base their rulings on group policy rather than individual transactions. (2) Although it is difficult for courts to evaluate a group policy and decide whether a transaction provides advantages to individual companies, it is useful for them to estimate the relationship between the companies involved in the transaction and evaluate the financial capacity of the company that is disadvantaged by the transaction.