일본회사법상 주주제안권 남용방지에 관한 고찰

Abstract

The shareholder proposal right is a right of a shareholder to request that the shareholder make a certain matter an object of the general meeting of shareholders. These shareholder proposal rights become a communication tool between management and shareholders under the modern corporate law system where ownership and management are separated. However, recently in Japan, there are cases where share- holder proposal rights are used for the purpose of embarrassing the management or specific persons of the company. This abusive event of shareholder proposals is not legally prohibited because it does not formally fall under the requirement to reject shareholder proposals. However, qualitatively, due to the event of the right to propose to shareholders, there is no real benefit to the company and shareholders, and rather damage is caused. In order to eliminate these problems, the Japanese Corporate Law was revised in 2019. The main content of the amendment stipulates how to propose the number of proposals that can be submitted, how to fix the number of proposals and how to manage the proposals that exceed the allowable number of proposals. On the other hand, regarding the restrictions on the extent to which a shareholder's proposal can be rejected, it is necessary to stipulate in the law the requirements for prohibiting the shareholder's proposal right at the event that the event of the shareholder proposal right is atrophied and the meaning of the shareholder proposal right fades. However, it was excluded from this revision. Therefore, while it is still formally contradictory to the requirements for the shareholder proposal right event, the solution to the shareholder proposal right event only depends on the court's judgment on the abuse of the right. There are no problems left. In other words, in order for a company to decide in advance whether or not an event of shareholder proposal right is abusive and to reject it, the cases of abuse of rights are accumulated, and the situation of abuse of rights is categorized. It should be. After all, in order to prevent the abusive event of shareholder proposal right, it is thought that it should be settled legally, but it is necessary to make more specific the requirement to be able to refuse the event of shareholder proposal right. It is considered to be a thing.