Kurahashi, Yusaku; (2023) Empirical studies of derivative actions in Japan. Doctoral thesis (Ph.D), UCL (University College London).

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Abstract

The overall purpose of the research is to give a clear picture of how derivative actions work in Japan, where shareholders, in principle, are able to file the actions much more easily than other jurisdictions including the United States and the United Kingdom. Chapter I examines theoretical functions and problems associated with derivative actions in the context of corporate governance issues. It demonstrates that while working as a remedy to mitigate the agency problems between the directors and the company, derivative actions would create another agency problem between the self-selected plaintiff shareholder and the company. Chapter II examines how derivative actions practically function in the United States and the United Kingdom so as to provide benchmarks against Japan’s counterpart. Chapter III describes how the policy and practice regarding derivative actions have developed in Japan since its introduction in 1950. Chapter IV provides methodology and outlines of an empirical description of derivative actions in Japan. Chapter V and VI thoroughly investigates all derivative actions on behalf of listed companies and closed companies respectively, whose proceedings ended at the Tokyo District Court during the period between 2011 to 2016. The Tokyo District Court provided the author with a list of such cases, which allows the comprehensive examination of how derivative actions work in practice. The thesis concludes with some implications for policy design.

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