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※Many internal and external researchers participate in each project.
Details will be announced when prepared.
※Researchers registered to one of projects can join freely
all research projects except some researches limited to internal researchers.
However, researchers who want to participate in other programs should notify the owner of the program in advance to get approval
because it is impossible to take programs simultaneously due to meeting place availability etc., in some case.
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■Project Leader |
■Administrative Staff |
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Basic Theory Research Project |
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| I-A. Basic research on ‘Corporation and Society' (Leading basic law and public law section) |
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Makes proposals regarding the relationship between society and corporate activities by conducting basic research on social valuation and image of social circumstances around a corporation and corporation’s activities.
Inquires broadly the ideological and public legal foundation on which the corporation system is built. Conducts collaborative researches with the civil law, corporate law, and capital market law projects on various subjects such as the philosophy of the Enlightenment, civil revolution, freedom of organizing association, and views of association, the relationship between the state of corporate society and that of civil society, human rights theory of a corporation and so on.
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| ■ Professor Koji Tonami |
| ■ Tomoya Ono |
| I-b. Critic of fundamental legal concept |
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In order to accomplish an analysis of the structure of Japanese corporate society, it is necessary to clarify what changes occurred to the modern law categories originated from Europe when they were interpreted and adopted in Japanese modern society. This group’s foremost task is to position the concept right through tracing back ideological background where fundamental legal concept was originally created. In addition, in the subject of “creating new legal system”, it is indispensable to think about the meaning and limitation of the basic concept of modern laws as fiction since that concept was built as fiction in a manner. This joint research is trying to find possibilities of new jurisprudence as well as constructing new collaborative relationship between positive jurisprudence and basic jurisprudence. In short, the content can be described as an explanation, which is “explication =Auslegung”, of fundamental concepts in the major field of positive jurisprudence under two conditions as Savigny specified. First of all, it is to imagine as vividly as possible what the ideology exists behind each legal concept and article, and what spiritual activities generated that ideology. Second, it is to position those legal concepts, articles, ideologies and spiritual activities into the whole picture of law that gives light on each issue. It has conducted collaborative research between positive jurists and basic jurists, producing some positive results.
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| ■ Professor Yoshiki Kurumizawa |
| ■ Tsunakuni Ikka |
| I-c. Positivistic research on legal and illegal factors of corporate behavior |
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American market fundamentalism is sometimes criticized in Japan. To respond to such criticisms, we will establish a methodological viewpoint in introducing American laws through research on ideological and institutional conditions on which U.S. capital market or corporate system is based. We also seek a suitable research method for American laws by studying conditions of United States that Japan does not have such as undercover investigation, tapping, SEC, reward, class action, discovery system, the authorities of the U.S. Supreme Court that even economists respect, and furthermore, the meaning of the principle of self-responsibility derived from a belief that an individual should protect his/her life by a gun. Also, this group conducts a meaningful research on the role of legal profession in the U.S.
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| ■ Professor Setsuo Miyazawa |
| ■ Wang Zhenting |
| I-d. Legal research on mutual interaction between corporation and market |
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Examines “market” and “corporation” in the view of constitutional law. Based on the findings, addresses various issues such as the relations between the Antimonopoly Law which establishes basic rules and business laws which lay down restrictions on particular areas, and a comparative examination with Western nations on operation of laws. In May of 2005, it has issued an interim report, “Government Regulation and Antimonopoly Law” as its successful achievement.
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| ■ Professor Takao Suami, Professor Kazuhiro Tsuchida |
| ■ Chie Tagami |
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Civil laws Research Project |
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| II-A. Comprehensive research on civil law related to corporation and market |
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It often needs a view of civil law which maintains corporation and market when conducting researches on the fields such as the market and illegal act, the failure of the duty over the market, the duty of explaining financial products and the rule of its suitability, compensation of the consumer and investor’s damage in the market, the meaning of civil laws related to financial product design, commercial trust legislation, fiduciary responsibility, the right of the market transaction, and the legislations covering businesses such as foundation, corporation, semi-corporation ( Cyukan Houjin in Japanese), and union. This group aims to cultivate new academic horizon by jointly researching this kind of comprehensive fields in terms of Civil law and Corporation law.
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| ■ Professor Kaoru Kamata, Professor Tatsuo Uemura, Professor Shoichi Uchida, Professor Michitaro Urakawa |
| ■ Hiroaki Shibahara |
| II-b. Changes in corporate society and new development of civil responsibility system |
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Aims to construct the state of civil responsibility in corporate society through diverse array of views such as the principle of civil responsibility, the diversity of relief means, the relation with criminal liability or administrative regulation, the role of realization of legal policies and civil responsibility. Also accomplishes the development of younger researchers, aiming to be a place where researchers nationwide will gather. |
| ■ Professor Yasuhiro Fujioka, Professor Makinori Goto, Professor Tatsuo Uemura |
| ■ Hisanori Nemoto, Toshikazu Uchiyama |
| II-c. Asian civil and commerce law research group by Japan, South Korea, and China |
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Each Asian nation succeeded the European legal system (private law) under the strong influence of European continental laws. Each nation has its own unique culture, which has affected its legal system in various shapes. Therefore, it has been difficult to have common regulations over nations. However, at “the age of Asia” in the 21st century, with growing economic and cultural mutual exchange, it is urgent to form a common regulation of trading laws. Based on the relationship of academic exchange cultivated between Japan and South Korea, and between Japan and China, we will establish “the research base for Asian law” regarding civil commerce legislation among three nations, aiming to investigate “possibilities of common legislation and interpretation for Asian trading laws”. In addition, comprehensive law research related to corporation and market will provide a useful knowledge to Asian nations that will confront with various problems related to corporation and market in the near future. From this point of view, this group develops further academic exchange among three nations.
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| ■ Professor Teruaki Tayama, Professor Koji Omi, Professor Tatsuo Uemura |
| ■ Noriyuki Aoki, Shintaro Osawa |
| II-d. Principle of prevention and corporate activities in environmental law |
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Considering environmental issues is required in corporate activities not only in Japan but also in other nations of the world. Although regulations by various legal systems have been already executed, those are not enough in terms of the environmental viewpoint. Furthermore, the condition of environmental legislations changes rapidly. For instance, EU is creating many new directives every year and modifying the existing ones. This research project considers the subjects such as international legislations, especially EU and American legislation, and various international treaties, and examines mainly “the prevention principle, prevention approach” and “theory of risk”, which attract much attention recently. It organizes prevention principle, the condition of applying precautionary approach, and a theory of risk in the field of chemical subjects, climate change, nature protection, genetically modified organisms, in the international treaties and legislation of each nation.
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| ■ Professor Tadashi Otsuka |
| ■ Ichiro Tezuka |
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Corporation and Capital Market Legislation Research Project |
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| III-A. Comprehensive research group on corporation and capital market |
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As a core research group to investigate the state of financial and capital market legislation in Japan, this group comprehensively deals with issues that are untouched by other projects. It also facilitates research projects with other groups focusing on detailed research on corporation and capital market legislation. It verifies the arguments in Financial System Council and proposes an alternative plan if necessary as well as responds to important public comments. Efforts are made to overcome the present condition where we cannot deliberate any proposal until the government submits a consultation to us. For example, it will submit a proposal of Japanese financial service market law, which reconstructs financial legislation boundlessly and comprehensively and conducts research for the proposal for other system reform. As of cross-boundary legislation research, collaborative research with the National Institute for Research Advancement (NIRA) has reached a fruitful result. A younger researcher in our institute has already participated in making an outline of public corporation law in the public company method committee of a Japanese director association. Furthermore, it implements evaluation of frequent changes to corporate law, analysis of legal cases, and research of legislation abroad. Joint research will be conducted with research groups of Western corporation and market. It has greatly contributed to a research project with Chinese government on the reform of Chinese corporate law.
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■ Professor Tatsuo Uemura, Professor Shosaku Masai,
Associate Professor Hiroyuki Watanabe |
■ Makoto Murakami, Masato Shimizu, Kim Hyonson, Wu Qi, Wang Zhenting,
Xiong Jie, Takaya Sakurazawa, Takeshi Kawana |
| III-b. Interpretation of corporate law review research committee |
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Many problems including treasury stock, stock option, and classified stocks, which were prohibited basically to prevent ill effects, are now being allowed. Interpretation of corporate law and evaluation of judicial precedents should be greatly changed to suit the state of deregulation age. Moreover, postwar judicial precedents based upon the state of closed corporation should be reexamined to be applicable for public corporation system. It is time to ask whether the current state of legal interpretation is capable or not. It is extremely important for Japan to develop a theory of interpretation in law to avoid possible failures from the standpoint of preventive law. From this point of view, we have established our committee to verify continuously an interpretation of corporate law, evaluation of a judicial precedent, or evaluation to a legislation proposal.
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| ■ Professor Tatsuo Uemura |
| ■ Masato Shimizu, Xiong Jie |
| III-c. Comprehensive research on France and EU corporate law |
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In Europe, it is French law that succeeded directly Roman law and the tradition of Italy, which was an advanced mercantile nation house in medieval times. France still plays the central role of Europe as Germany does. By researching such French law with traditional background since Roman law and future vision of EU development, this group examines in depth what a corporation should be in legal viewpoint, and how laws relating corporation should be.
All corporate legislation will be covered in broader meaning including traditional commercial laws such as corporate law and commercial transaction law, and also competition law, capital market law, bank law or financial law. In addition, it covers civil law which is the premise to corporate legislation, and constitution which rules the state of corporation.
How can corporate society and civil society harmonize ideologically in France, the place of the philosophy of the Enlightenment, the Declaration of Human Rights, and people's revolution? What is the norm of corporate society that is not stated in laws and invisible? What does the particularity of France respect? This research project can contribute greatly on COE goals by providing answers to such questions raised above.
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| ■ Professor Kyoichi Toriyama |
| ■ Masayo Saito |
| III-d. Corporation and society in Scandinavian nations |
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Nations like UK, U.S., German and France have been commonly focused in researching corporate legislation in advanced EU nations. However, North European countries like Norway or Sweden are also advanced industrial countries that have global enterprises such as Nokia. In Japan, researches have not been done much research on corporate society and legislation of so-called North European nations including Benelux that has the Netherlands where Shell and Philips have their headquarters, Baltic nations such as Estonia, and Denmark positioning at the important junction of North Sea and Baltic Sea area. Especially Scandinavian legislation, as well as its culture to have profit evaluation jurisprudence must be studied. Dutch legislation that resembles German law but reminds us that the Netherlands was an old land of Angro-Saxon, and Denmark legislation including Iceland laws, can be studied comparatively with British law. We explore how corporate society and civil society can coexist by establishing a research group on North Europe as a specific legal field although it is part of EU laws. |
| ■ Professor Yasuhiro Osaki, Associate Professor Shin Matsuzawa |
| ■ Munehisa Wada |
| III-e. Research on Trusts and Securitization |
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This group researches on important issues related to Trust law. In relation to Finance, it mainly researches on the relations between trusts and securitization. It also examines various legal issues around “Intellectual Property Trust” as a newly developed trust. Furthermore, it examines “a new type of trust”, which Japanese government might adopt in the future. On the other hand, it aims to conduct research on trust law in depth by seeing British trust law, which the concept of trust originates. Comparative researches including reviewing Scotland trust law will widen and broaden its trust law research. |
| ■ Associate Professor Hiroyuki Watanabe |
| ■ Masato Shimizu |
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Criminal Laws Research Project |
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| IV-A. Criminal legislation on corporation and market |
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Criminal punishment is the most traditional means for securing the effectiveness of the legislation about corporation and market. The idea of traditional criminal laws is considered to appear for responding to civil society. The meaning of it will never be lowered. However, the legislation related to corporation and market deals with daily changing market and corporation, and its interests are complicated, and illegal acts will be new and unpredictable when they happens in newly developed financing methods. To respond surely to these illegal acts occurring everyday in the market, it is inevitable to use various means of punishment. In addition, legal profit protected by these legislations, might be changed (reservation of a protection of investor to a market function etc.). Although it has taken for granted in the United States that accounting rules are accompanied with criminal punishment, that awareness also is spreading as the market grows. This program develops new research view about characteristics of market criminal and legal profit protection, the meaning of punishing corporation, meaning of the prescription of corporation, and a middle-sanction means, by jointly researching between criminal law researchers and corporate and market legislation researchers. Then, we will apply this newly developed view on concrete system theory. The group has achieved fruitful results so far including conduct of the survey on corporate crimes, which is the first survey in Japan, with the support of Japan’s Cabinet Office.
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| ■ Professor Morikazu Taguchi, Professor Minoru Nomura, Professor Takehiko Sone |
| ■ Makoto Nihonnyanagi, Masato Okabe |
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Labor Laws Research Project |
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| V-A. Challenges for creating laws in changing corporate organization, labor market and "Labor
world" |
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In accordance with the mission of this institute, it is to be clarified that labor legislation rules quality of civil society as well as corporate legislation and capital market legislation. In terms of labor, the meaning and role of corporate organization as research subject, can be analyzed by three aspects such as corporate organization as labor organization, as business organization, and as corporate organization.
There are two remarkable trends to be noted especially in terms of labor. One is the influence on workers by appearance of corporate organization that cannot be viewed as single judicial person because it is managed as a group (group management). Another is the diversification of employment and contract form of employees in corporate organization. While the number of full-time workers, who sign an unlimited period employment contract and are guaranteed by lifetime long employment, is decreasing, non-regular workers such as part-time, or temporary become to play an important role as member of corporate organization. Such changing labor component of corporate origination is promoted by revising the Temporary Staff Services Law or the Employment Security Act etc., however, legal interpretation is delayed to see how these issues affect on labor forces. In considering the state of corporate society, furthermore civil society, overcoming these challenges is quite critical since it deals with employees, which are citizens of fresh and blood. Joint research with corporation law group has achieved some important results.
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| ■ Professor Makoto Ishida, Professor Yoichi Shimada |
| ■ Ryo Hosokawa |
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Corporate Bankruptcy Law Research Project |
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| VI-A. Research on the state of bankruptcy legislation in the next generation |
| With structural changes of global economy and industries, it is urgent to design and execute efficiently a bankruptcy system that is a rule of loss by corporate failure. Recently revising bankruptcy legislation in Japan is settled for the time being. However, essential problems in the bankruptcy system need to be addressed such as (1) reevaluation of the theory of corporate nature and the theory of continued corporate value, (2) the purposes to be achieved for the bankruptcy law, and (3) research to design the ideal bankruptcy legislation. Aiming to make proposals of the next generation’s bankruptcy legislation, this group intends to conduct academic research based on the view of compound eyes from the viewpoint of corporate theory, finance theory and bankruptcy law. |
■ Professor Tetsuo Kato, Professor Mitsuru Iwamura,
Professor Tatsuo Uemura, Professor Satoshi Nagano |
| ■ Kazushi Sugimoto |
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Research Center for the Legal System of Intellectual Property (RCLIP) |
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| VII-A. Research Center for the Legal System of Intellectual Property |
| The legislation of IP protection, which is inevitable for every corporation as the most significant strategic part for its business, can be captured as a microcosm equivalent to the issues recognized by this COE research base since it has a long history as much as corporation system in the West and is recently becoming more important at rapid pace. In that sense, it is most appropriate to position the Center for the Legal System of Intellectual Property as a satellite under research environment and awareness of existing issues that this research base has. Embedded in the research organization of the whole COE program, the Center for the Legal System of Intellectual Property will conduct research of theories and pioneer to establish desirable IP legislation. Furthermore, it aims to build the searching system of dispute cases mainly focusing on Asian region for the purpose to prevent, correspond, and process the IPR disputes, involving with actual dispute resolution.
The COE research base sets its goals to pursue current circumstances and problems of the Western legal system and create truly sustainable corporate legislation in Japan. To accomplish such goals, we are planning various projects considering establishment of research organization capable of delivering policy proposals as an independent private third party by taking initiative to create policies from government bureaucracy, and capable of contributing on adequate development of IPR legislation in Japan. Not only verifying the policies drawn by bureaucrat, but also delivering policy proposals, which cannot be disregarded in national policy decision, regularly from the academism standpoint, will be tasks we have to examine for the purpose to participate in national level policy discussion. Historical and philosophical research tracing back the basic structure of the system is also needed as a means for discussing the Intellectual Property system aloof from the academism standpoint that is not affected by changing trends, in the radically changing field of IP law.
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■ Professor Ryu Takabayashi, Professor Shoichi Kindana,
Professor Toshiko Takenaka |
| ■ Lea Chang, Akiko Ogawa,
Asuka Gomi,
Yu Fenglei,
Cui Shaoming |
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Management, Accounting, and Auditing Research Project |
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| VIII-a. Corporate governance and creating legal system in the 21st century |
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In considering the state of the corporate society in the 21st century, it is indispensable to view activities of corporations and various constituents such as stockholders, employees, customers, communities and the relations between those constituents (corporate governance). Furthermore, in order to present the standpoint of establishing system necessary for Japanese corporate society through these consideration, it is necessary to explore what role corporation should play in civil society and how different between nations these roles are, after enough examination on each cultural and historical background. In that sense, the method of this research is along with one of our COE base’s particular goals such as “to conduct in-depth research on the state of civil society as well as ideology, history, and philosophy behind it”. It has a significant social meaning to advocate the model of corporate governance that is not American-type with deep consideration of culture, history, and custom of each nation. |
| ■ Professor Hideaki Miyajima |
| ■ Pan Chien-min |
| VIII-b. Corporate governance, investment activity, and performance of Japanese corporation in the 20th century |
| This project aims to present economic implications toward desirable corporate legislation and capital market legislation by analyzing the relationship between corporate governance, investment behavior and performance of Japanese firms through the 20th century, focusing mainly on the comparison between the prewar period and present day.
For designing institutional arrangements, it is necessary to accumulate empirical studies about corporate activities. Reviewing the Japanese business history from the corporate governance perspective, we can point out the immense diversity of the corporate governance structure in the prewar period. Entrepreneurial founders ran the firms in many cases. Even in the firms that authorized their administrations to professional (salaried) managers, the ownership structure or management involvement quite varied depending on each firm’s condition, for example, the degree of stock concentration. Therefore, Japanese firms in the prewar period had quite varied ownership structure as present Japanese firms have. It is possible to give implications to the ideal corporate governance in current Japan by examining the impact that the ownership structure of those firms gave to corporate activity and performance in that period.
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| ■ Professor Hideaki Miyajima, Associate Professor Syunsuke Hanai |
| ■ Nao Saito, Yusuke Omi, Satoshi Norikawa |
| VIII-c. Accounting and disclosure system to respond to changes of corporate activities |
| Accounting and disclosure system is the system that provides a basic infrastructure of current corporate legislation. These days when corporate activities are transforming with changes of global environment and information technology environment, it is necessary to examine comprehensively the state of our accounting and disclosure system from large-scaled standpoint. This program, (1) examines the positioning of accounting and disclosure system in corporate legislation by the legal and institutional approach, (2) examines specific accounting issues such as capital system, consolidated accounting, earnings call, conceptual framework that affect greatly the root of accounting and disclosure system, from the standpoint of establishing accounting regulation, and (3) examines the desirable direction of accounting and disclosure system or accounting regulation that provide useful accounting information to users such as investors from the legislative and positive standpoint.
In addition, with globalization of corporation activities, international harmonization or unification of accounting regulation is also proceeded. We explore how Japan should react to this issue as well and deepen relationship with major regulatory instates such as the International Accounting Standards Committee and U.S. Financial Accounting Standards Board, and EU and Asian nations, aiming to have concrete results such as mutual exchange or joint statement.
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■ Professor Yoshihito Kako, Associate Professor Yoshinori Kawamura,
Professor Yoshihide Toba |
| ■ Pan Chien-min, Hiroyuki Kanno |
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