Abstract

By breaking down the history surrounding “stocks,” the challenges facing modern management have become clear!
Trace the history of the struggle between society, shareholders, managers, and those in power over the significance of joint-stock companies and the nature of management, dating back to the British East India Company, through numerous episodes.

◇The struggle over the “wall of the articles of incorporation,” which led from restrictions on a company's scope of activities to the theory of social responsibility
◇Issues with systems that hold corporations legally accountable for pollution, fraud, and information leaks
◇Contemporary challenges surrounding the “loophole” of limited liability for shareholders and the responsibility of holding companies
◇The urgent demand for the right to sell shares and the spirit of autonomy inherited by the securities market established under the principle of free transfer of shares
◇The problems inherent in Adam Smith's “separation of ownership and management,” and the significance of the shareholders' meeting as the core of corporate governance as a solution
◇The evolving role of the shareholders' meeting, from “universalism” to ‘limitationism’ and toward a new stage where shareholders “speak their minds”
◇The changing relationship between shareholders (society) and management, and the future of the joint-stock company
These themes are explored to explain critical issues for modern business society. Drawing on extensive experience as a stakeholder, including confrontations with professional shareholders (meeting brokers), product liability (PL), and disputes over the removal of directors and control of management, the content is both informative and engaging, making this a must-read not only for legal professionals but for all businesspeople.

Author’s Information

Representative of Nakajima Management Law Office. Attorney at Law. Patent Attorney. Senior Visiting Professor at Tokyo University of Science MOT Program.
Graduated from the Faculty of Law, University of Tokyo in 1977. Registered as an attorney at law in 1979. Involved in the revision of the “Guidelines for the Implementation of the Code of Conduct” by the Japan Business Federation (Keidanren) in 2007. Served as an outside auditor for the Japan Securities Clearing Corporation, Recruit Co., Ltd., and Mitsubishi Corporation.Ranked first in the Nikkei Business Lawyer Ranking (Compliance and Crisis Management categories) for six consecutive years from 2006 to 2011.