Global Law Experts Practice Area Guide Employment Q&A

Q&A and Forms; Dismissal and Retirement

Explanatory Notes for a Supreme Court judgment in which it was held that, in the case where a representative director of a stock company (Kabushiki-Kaisha) has consummated a transaction that falls within the execution of important operations without the resolution of a board of directors' meeting, a party other than the company may not claim that the transaction is invalid due to the lack of such resolution, unless there is a special circumstance, for example if the board of directors has passed a resolution to claim such invalidity (Supreme Court Judgment issued by the Second Petty Bench on April 17, 2009)

Explanatory Notes for a Supreme Court judgment in which it was held "director's responsibilities" (as stipulated in Article 267, Paragraph 1 of the Commercial Code before amendment by Law No. 87 of 2005), that are subject to a derivative lawsuit by shareholders, include not only responsibilities imposed on directors by the said Code due to their position (for example, their responsibilities stipulated by each item of Article 266, Paragraph 1 of the said Code), but also responsibilities acquired by directors due to their transactions with the company (Supreme Court Judgment issued by the Third Petty Bench on March 10, 2009)

How Enforcement of the Corporation Law Changes Derivative Lawsuits against Executives - its effects and countermeasures-

Rights & Duties of Corporate Officers