Theories of the Enterprise Law Reformation: Institutional designs of the incentive system

Author(s)/Editor(s) Written and edited by SHISHIDO Zenichi
Publisher Nikkei Publishing Inc.
ISBN 978-4-532-13414-3
Publication Date October 2011

Table of Contents

Part I
Bargaining between employees and shareholders: Inter-linkage between labor law and corporate law

Chapter 1   Incentive effects and spillover problems created by the labor law doctrine prohibiting abuse of dismissal right
Chapter 2   Labor law doctrine prohibiting abuse of dismissal right and directors' fiduciary duty
Chapter 3   Significance of labor-management bargaining for changes in labor conditions
Chapter 4   Laws governing employee shareholders' associations and incentives of employee shareholders
Remarks to Part I Creation and distribution of value through bargaining and complementarities among different institutions

Part II
Bargaining between creditors and shareholders: Inter-linkage between bankruptcy law and corporate law

Chapter 5   Changes to the rights of employees and retirees in the corporate reorganization process
Chapter 6   Corporate reorganization through renegotiations: In light of the fair and equitable distribution of rights across creditors in corporate reorganization proceedings
Chapter 7   Debtor-in-possession (DIP) reorganization and alternative dispute resolution (ADR) for business reconstruction
Remarks to Part II Are special laws required for the corporate reorganization process?

Part III
Bargaining between shareholders and management: Cross shareholding and shareholder activism

Chapter 8   Balance of power between management and shareholders over control of company: A comparative study and its implications to cross shareholding in Japan
Chapter 9   Prohibition of providing benefits in association with the exercise of shareholders' rights and cross shareholding: From the viewpoint of the incentive structure of shareholders
Chapter 10   Trading partners' dual roles as shareholder and creditor of a client company (their continuity): Focusing on equity ownership by banks
Chapter 11   Spillover effects of the disclosure requirement for large shareholdings and their dysfunction
Chapter 12   Rethinking appraisal remedy for dissenting shareholders: From the viewpoint of incentives
Remarks to Part III Diversifying patterns of stock ownership structure and complex challenges to legislation policy

Part IV
Roles of government: Influence of tax and regulatory authorities on incentive bargaining

Chapter 13   Corporate tax law and its incentive effects
Chapter 14   Taxation of equity compensations: From the viewpoint of neutrality
Chapter 15   A comparative study of the SOX law and the J-SOX law and their incentive effects
Remarks to Part IV Adequate scope of government interventions

* This publication is in Japanese. An English translation is not available.