Volume 27 (2016) / Issue 2
This article examines the issue of directors’ duties and civil liability from a Japanese perspective, particularly in the group context. Regulation of group companies has been widely discussed in the company law debates of Japan, but the article focuses on the reform initiative that resulted in the amendment of the Japanese Companies Act in 2014. Directors’ duties and civil liability have always been central in company law. However, when we place it in the group context, multiple difficulties arise and the facts that may require special protection could vary. The article analyses how the past and present Japanese company law, including the 2014 amendments, has attempted to cope with the multiple difficulties surrounding regulation of parentsubsidiary companies and protection of stakeholders of either company, in some typical patterns of the facts, and consider the remaining issues towards future.
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