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VII - Japan

The Curious Case of Withdrawal by Semi-Accidental Legislation

from Part 2 - Operation

Published online by Cambridge University Press:  14 October 2022

Alan K Koh
Affiliation:
Nanyang Technological University, Singapore
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Summary

Chapter VII tackles the intriguing puzzle of Japan. Until relatively recently, shareholders and members of Japan’s close corporations had no access to withdrawal under the law, as neither of Japan’s then-dominant close corporation forms offered this. By revealing how shareholders in Japan responded to the absence of withdrawal, I show how Japan’s experience serves as a historical counterfactual that powerfully demonstrates the demand for and importance of withdrawal remedies in practice. More recently, withdrawal remedies at law became available in Japan, for the first time and for a true close corporation form – by semi-accident. The Godo Kaisha (GK), the new and American-inspired close corporation form, offers withdrawal remedies unprecedented even by comparative law standards, but numerous challenges lie ahead. While the GK’s withdrawal regime has yet to establish itself as an integral part of the corporate law landscape, Japan demonstrates the potential pitfalls involved in introducing close corporation withdrawal by legislation.

Type
Chapter
Information
Shareholder Protection in Close Corporations
Theory, Operation, and Application of Shareholder Withdrawal
, pp. 218 - 256
Publisher: Cambridge University Press
Print publication year: 2022

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  • Japan
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.008
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  • Japan
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.008
Available formats
×

Save book to Google Drive

To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.

  • Japan
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.008
Available formats
×