| "Mitigation of directors' liability" is the key part of the modification of 《Japan Commercial code》 .Since directors are executors of decisions in the operation of a company, to regulate the scope of the liability of the directors properly will contribute much to the sound development and flourish of the company. There are common features in the Chinese statutes and those of Japan as to the two main categories of companies-limited liability company and companies limited by shares. What's more, companies with a large amount of capital have great influence on revenue of the state in these two countries . With the globalization of world economy, the development of corporate law plays an important role in economy of two countries. In this thesis , from a comparative law angle, I attempted to discuss mitigation of directors' liability in the legislation of 《Japan Commercial code 》 . I hope it will be helpful to the perfection of Chinese corporate law.So far, both China and Japan have been taking proper measures to perfect their corporate law systems for the consideration of the development of economy and enterprises. In this thesis, I begin with the historical development and legislation background of two countries' corporate law systems, and analyze their similarities and differences, for a better understanding of two systems.This paper is divided into two parts. In the first part, I discuss the development of the corporate law, the classification of corporations and the specific stipulations in Japan and China, so as to analyze and compare their advantages and disadvantages. In the second part ,1 focus on the "mitigation of directors' liability" of the newly modified 《Japan Commercial code》 ,study the legislation trend in Japan , and illuminate Chinese new corporation law .In the first part, according to my analysis, we can conclude that: Firstly, the main differences between the two country's corporate law lie in legislation mode and development background; Secondly, the corporate law in both countries is statute law, lacking the flexibility of case law. According to their classification,we know that Chinese corporations have only two kinds: limited liability company and shareholdingcompany, whereas, there are four corporation forms in Japan--innominatecorporation, limited partnership by shares, limited liability company and shareholding company. In Japan, although the existence of innominate corporation and limited partnership by shares meets the need of business, their proportion are low, which is no less than 3% of the total amount of corporations. The majority are limited liability companies and companies limited by shares. Among them, companies limited by shares play an important role in their countries' economy, as well as make a great contribution to their country's revenue As to the specific stipulations, we can find out that they have similarities and differences in foundation, governance structure, bond classification, shareholder's meeting resolution, alteration and termination. Thesimilarities mainly manifests in the establishment, the method of contribution of the subscribed capital, founding assembly, organization body, and shareholder's meeting resolution. The difference mainly lies in the minimum registration capital, foundation principle, the composing number and tenure of board of supervisors and board of directors, categories of bond, consolidation and merge, and spit of the corp. Therefore, we can conclude that Chinese corporate law has strict requirements in the foundation stage. However, there is no specific and clear rights and liability scope for directors and supervisors, they should improve it, make it more standard and more specific as to perfect the corporate law.In the second part, firstly, I make a detailed introduction about the new changes of the "alleviation the liability of directors" in the legislation of 《Japan Commercial code》 : "mitigation of directors' liability" .The 2002 year 's amendment is only one part of the chains in the past... |
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