Gen Goto - Academia.edu (original) (raw)

Papers by Gen Goto

Edward Elgar Publishing eBooks, May 4, 2023

Cambridge University Press eBooks, Sep 15, 2022

Berkeley Business Law Journal, 2019

Social Science Research Network, Mar 27, 2014

Foreign investors often criticize Japanese corporations for not paying enough attention to the in... more Foreign investors often criticize Japanese corporations for not paying enough attention to the interests of their shareholders. It might surprise these critics, then, to learn that shareholders' legal rights under the Japanese Companies Act are actually quite strong. Indeed, many of the rights that shareholders' rights advocates often support, including shareholders' power to alter a corporate charter without board consent, shareholders' power to control dividend payments, majority voting for board elections, shareholders' power to replace the board of directors, and shareholder access to a corporate ballot-all of which are strongly debated elsewhereare already effective in Japan. Moreover, derivative suits are easily initiated and maintained. Shareholders of Japanese corporations are, therefore, in an arguably stronger position than those in, for example, the United States. Still, notwithstanding these Japanese statutory rights, foreign investors' criticisms persist. Two questions arise from this debate. First, why are shareholders of Japanese corporations unable to leverage their strong rights to force corporate management to prioritize shareholders' interests? Alternatively, why are shareholder activists inactive in Japan? Second, if the existing shareholders' rights are not actually used for activism, are they completely meaningless? Or, do they have alternative effects, whether positive or negative?

Global Shareholder Stewardship

journal of private law, 2008

Cyber Crossroads and the Cyber Standard of Care are the product of extensive collaboration involv... more Cyber Crossroads and the Cyber Standard of Care are the product of extensive collaboration involving worldrenowned cybersecurity experts, corporate leaders, legal advisors, national regulators, and global insurers. Reflected throughout this report are the insights from interviews we conducted with senior executives at 56 organizations globally. We hope this guide can help generate discussion and accelerate the cyber risk governance journey for all organizations. * The insight from interviews conducted with 56 organizations globally are reflected throughout the report as the "C-Suite View".

journal of private law, 2011

Asian Law eJournal, 2018

In recent years, Japan has been working on corporate governance reforms, focusing on the roles of... more In recent years, Japan has been working on corporate governance reforms, focusing on the roles of outside/independent directors. Among others, the 2014 Reform of the Companies Act and the 2015 Japanese Corporate Governance Code introduced “comply or explain” rules regarding appointment of one outside director or two independent directors, respectively. These reforms turned out to be quite effective. Within the companies listed in the First Section of Tokyo Stock Exchange, the ratio of those appointing one or more outside directors jumped up from 48.5% in 2010 to 55.4% in 2012, 74.3% in 2014, and to 98.8% in 2016. It is still quite rare, however, for Japanese companies to appoint more outside/independent directors to reach one third or majority of their boards of directors. While such reforms focusing on board independence may seem to be in line with the global trend since the UK’s Cadbury Report in 1992, although at a quite modest rate, it does not necessarily follow that the reason...

This book is a multipurpose text that can be used in any class with a focus on comparative legal ... more This book is a multipurpose text that can be used in any class with a focus on comparative legal systems for corporations, taught in the U.S. or abroad. It contains cases, statutes, analysis and readings, the majority of which are from foreign jurisdictions. It also has extensive notes and questions. The focus is primarily on the U.S., U.K., major European continental civil law systems (France, Germany, Italy) and European Union law, and Japan; with references to other jurisdictions such as China, India and Brazil. In addition to law schools, the book may also appeal to non-law school professors of business administration, economics, and political science. In setting out to produce a casebook to meet the needs of students in different legal systems and on both introductory and advanced courses, make a contribution to scholarly debates and address practical and policy concerns, the authors set themselves ambitious goals, which they have amply achieved. This methodologically rigorous,...

Social Science Research Network, 2020

Activist shareholders and independent directors have significantly shaped corporate governance in... more Activist shareholders and independent directors have significantly shaped corporate governance in the United States for the past few decades. In the United States, both phenomena have resulted in a distinct monitoring board that is often replicated across the globe. Currently, Japan is undergoing a new wave of shareholder activism and independent directors. How the country responds will determine how its corporate governance evolves. Bringing together a wide variety of researchers and practitioners, this conference looks at the changing Japanese response to both trends and offers many views on what it will mean for the development of its corporate law. The presentations, lectures, and panel discussions demonstrate that shareholder activism often creates value for the companies it takes hold of. Independent directors are also on the rise. Though different from independent directors in the United States, they are believed by many to be a positive development for Japanese businesses. M...

Hokengakuzasshi (JOURNAL of INSURANCE SCIENCE), 2010

The American Journal of Comparative Law, 2004

Deutsche Zusammenfassung: Die Einfuhrung der „limited liability partnership“, der LLP (yūgen seki... more Deutsche Zusammenfassung: Die Einfuhrung der „limited liability partnership“, der LLP (yūgen sekinin jigyo kumi’ai), nach US-amerikanischem Vorbild in Japan im Jahr 2005 weckte zunachst hohe Erwartungen. Eine attraktive Verbindung aus nachgelagerter Besteuerung – die LLP ist mangels eigener Rechtspersonlichkeit nicht korperschaftsteuerpflichtig – und gleichzeitiger Haftungsbeschrankung fur die Partner sowie der Umstand, dass die Wirtschaft diese Rechtsform nachgefragt hatte, schienen ein Rezept fur einen anhaltenden Erfolg der LLP zu sein. Zehn Jahre nach ihrer Einfuhrung ist indes deutlich, dass sich die Erwartungen nicht erfullt haben. Die Zahl von rund 5.500 LLPs, die zwischen 2005 und 2014 gegrundet worden sind, erscheint im Vergleich zu den etwa 75.000 LLCs, die seit 2006 ihre Tatigkeit aufgenommen haben, gering. Beide Unternehmensformen werden durch die Zahl von rund 500.000 Aktiengesellschaften, die im gleichen Zeitraum neu in das Geschaftsleben eingetreten sind, in den Schat...

Independent Directors in Asia