New definition of an insurance payment reason

Supreme Court determines that the aspiration of vomit, and corresponds to the "accident of foreign", which is defined as the reason for the payment insurance in accident insurance general insurance conditions.

Ones, Inc. failed to change the Articles of Incorporation

In Japan, to estabulish the article of restriction of transfer of shares requires a special resolution of the shareholders meeting.

To approve a special resolution, the approval of  more than half shareholder population and two thirds of voting rights is needed.

Ones, Inc. ,which is registered in the Green Sheet(OTC), tried to provide a limited transfer of shares, but the number of shareholder presented or voted in writing is not go to the majority, so, they failed.

 

This is a simplified versionof Japanese law blog “JAPAN LAW EXPRESS(Japanese)”.

To see more details, click JAPAN LAW EXPRESS in English powered by Google Translate.

93.6% of listed company have “independent officer”

July 21, TSE announced that 93.6% of TSE’s listed company became to have “independent officer” by July 16.

According to TSE, three quater of all “indepandent officer” are outside auditor,thus,outside director is minor.

But, in large company whose aggregate market value is over 1 trillon yen(about 120 billion dollars), outside directors and outside auditors are half and harf.

Outside directors in board are steadily increasing in large companies in Japan.   

Fujitsu auditors refused to sue their directors

Fujitsu, one of the major computer manufacturer in Japan, is in internal conflict now.

Fujitsu director  Nozoe, former CEO, said some directors forced him to resign CEO.

But,directors  mentioned by Nozoe denied his claim and insisted that  Nozoe had a relationship to anti-socials.

On the other hand, Nozoe demanded of their auditors that they sue  directors for damages because Nozoe’s dismissal caused damages to Fujitsu.

Of course, Fujitsu auditors refused to sue their directors.

Fujitsu’s internal conflict is entirely dragged into the mud.

10% of listed companies have no “Independent Officers”

In Japan, “Outside director” doesn not mean true outsiders.

According to company act in Japan, “outside director” includes the officer from the parent company.

Many practitioners have criticized the lack of independent of outside directors.

So, TSE desided to require that the listed companies have “independent” officers.

“Indepandent officer” is expected to be appointed ture independent outside directors and true outside auditors.

But the end of this March, 243 of TSE’s listed companies(10% of all listed companies) did not report their independent officers to TSE.

International jurisdiction Legislative Council Legislative Committee put together an outline of the international jurisdiction law

Japan's current civil procedure law does not have the provision for international jurisdiction.

Japanese court in the issue of international jurisdiction,  applies by analogy the provisions of Code of Civil Procedure of Japan.

This situation was criticized as unclear.

Therefore lawmakers decided to make law on internaional jurisdiction.

This time International jurisdiction Legislative Council Legislative Committee made the outline of the Law.

Cross shareholdings is back

Nowadays, in Japan, listed companies’ cross shareholdings is back.

According to Nihon Keizaishinbun, the purpose of this cross shareholdings is not to avoid takeover but to strengthen  the relationship to corporate clients.

A few years ago, some listed companies began to hold shares each other again for takeover defense.

But cross shareholdings is bad custom from the viewpoint of corporate governance because cross shareholders are never opposed.

So, the moves are criticized by other shareholders.