Enterprise Law
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Enterprise Law

Contracts, Markets, and Laws in the US and Japan

Edited by Zenichi Shishido

Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.
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Chapter 14: Stagnant Japan? Why outside (independent) directors have been rare in Japanese companies

Kenichi Osugi


In most developed countries, listed companies usually have a board of directors that includes several outside (and independent) directors as core members. A board comprised in this way does not make decisions about day-to-day operations of the company; its main role is to supervise the management of the company. This paradigm is called the “monitoring model” of a board of directors. In Japan, however, the vast majority of board members are insiders. They are former employees who were promoted to the position of directors. To date, neither the law nor the listing rules have required listed companies to appoint outside directors, though a listing rule that urges listed companies to appoint an outside director is about to come, as will be shown in section 14.3 of this chapter.

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