Shareholders' access to company's information: Towards ensuring shareholders' monitoring right and minority shareholders' protection

Abstract

This article aims to revisit how minority shareholders' right to company's information can be secured under Japanese company law to execute their substantial rights (to collect proxies, to sue management, etc.) particularly in the process of mergers and acquisitions. Section I overviews the structure of shareholders' monitoring rights under Japanese company law against their historical background. Section II focuses on the shareholders' rights to company's information and its significance amongst shareholders' rights and its linkage with other shareholders' rights. Section III analyses leading cases before the Japanese courts regarding shareholders' rights of inspection. Section IV surveys the shareholders' right under Japanese company law to have access to company's information in parallel with their right to apply for the courts to appoint inspectors who investigate into company's business activities and financial situations. Section V assumes an expected shareholders' role in association with the other monitoring function ensured under company law and pursues a "good governance" system.