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Title

Kaisha, Kabunushi-kan keiyaku no Riron to Jitsumu (Theory and Practice in Contracts between Companies and Shareholders - Joint Ventures, Capital Tie-ups, Start-up Investments)

Author

The law firm Mori Hamada & Matsumoto (eds.)

Size

476 pages, A5 format, softcover

Language

Japanese

Released

March, 2021

ISBN

978-4-641-13845-2

Published by

Yuhikaku Publishing

Book Info

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Japanese Page

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This book is the result of research on legal issues regarding consensual arrangements in stock companies conducted together by legal scholars specializing in the Companies Act, the Civil Code and the Code of Civil Procedure, and attorneys working in legal matters concerning such arrangements at the law firm Mori Hamada & Matsumoto.
 
Under Japanese law, there are various vehicles (mediums, business entities) used for joint ventures, but a stock company is the most common. This is true for private companies such as start-ups (ventures) and joint ventures as well as for publicly traded companies that engage in large-scale businesses by raising funds from a wide range of general investors.
 
One of the factors that makes stock companies widely preferred is the existence of detailed laws or judicial precedents that interpret their organizational, operational, and management principles (default rules). In a complex joint venture, it is difficult to define all the rights and obligations of related parties such as investors and managers in a contract. By making a stock company a vehicle, the default rules of the Companies Act can be used to reduce the cost of making necessary provisions in c