Seminar on Corporate Law Ⅲ

Regulators depend on the regulated for much of the information they need to do their jobs properly, and this dependence encourages regulators to accommodate the regulated. Taxpayers and citizens, on the other hand, generally have little incentive to monitor regulations and are generally unaware of them. Regulators therefore tend to perform their duties with the regulated rather than the public in mind, which further encourages regulators to align themselves with the interests of the regulated. In addition, the incentives of regulators and the desire to secure future career opportunities make it difficult for regulators to avoid aligning themselves with the interests of the regulated. Therefore, maintaining an appropriate relationship between the regulator and the regulated is considered a very important issue.

The above problems are the so-called "Regulatory Capture".　Keeping in mind the possible problems of capitalism, this seminar will consider the proper procedures for corporate governance reform in Japan in recent times.

This seminar will cover the following topics. We plan to read a total of four English articles, about 15 pages each week, at a pace of one article every three weeks. In the last 2-3 classes, enrolled students are asked to report on comparisons with Japanese law.

The Best Political Economy Books from 2023 & 2021, George J. Stigler Center for the Study of the Economy and the State at the University of Chicago Booth School of Business

1. John Coates, The Problem of Twelve: When a Few Financial Institutions Control Everything (Columbia Global Reports. 2023).

2. Eric A. Posner, How Antitrust Failed Workers (Oxford University Press. 2021).

Seminar on Corporate Law Ⅶ

The debate between shareholderism and stakeholderism, i.e. whether the purpose of a company’s existence should be limited to maximizing shareholder value and how much consideration should be given to the interests of other stakeholders, has become one of the most important central issues in corporate governance reform around the world in recent years.

In this seminar, we will examine the role that institutional investors can and should play in addressing the issues outlined above, and consider how the debate should be conducted in Japan.

This seminar will cover the following topics. We plan to read a total of four English articles, about 15 pages each week, at a pace of one article every three weeks. In the last 2-3 classes, enrolled students are asked to report on comparisons with Japanese law.

The Top 10 Corporate and Securities Articles of 2023 & 2022

1. Dorothy S. Lund, Asset Managers as Regulators, 171 U. PA. L. REV. 77 (2022).

2. Jill Fisch & Jeff Schwartz, Corporate Democracy and the Intermediary Voting Dilemma, 102 TEX. L. REV. 1 (2023).

3. Zohar Goshen & Reilly S. Steel, Barbarians inside the Gates: Raiders, Activists, and the Risk of Mistargeting, 132 YALE L.J. 411 (2022).

4. Holger Spamann, Indirect Investor Protection: The Investment Ecosystem and its Legal Underpinnings, 14 JOURNAL OF LEGAL ANALYSIS 14 (2022).

Seminar on Corporate Law Ⅷ

Regulators depend on the regulated for much of the information they need to do their jobs properly, and this dependence encourages regulators to accommodate the regulated. Taxpayers and citizens, on the other hand, generally have little incentive to monitor regulations and are generally unaware of them. Regulators therefore tend to perform their duties with the regulated rather than the public in mind, which further encourages regulators to align themselves with the interests of the regulated. In addition, the incentives of regulators and the desire to secure future career opportunities make it difficult for regulators to avoid aligning themselves with the interests of the regulated. Therefore, maintaining an appropriate relationship between the regulator and the regulated is considered a very important issue.

The above problems are the so-called "Regulatory Capture".　Keeping in mind the possible problems of capitalism, this seminar will consider the proper procedures for corporate governance reform in Japan in recent times.

The seminar will cover the following topics:

The Best Political Economy Books from 2023 & 2021, George J. Stigler Center for the Study of the Economy and the State at the University of Chicago Booth School of Business

1. Simon Johnson & Daron Acemoglu, Power and Progress: Our Thousand-Year Struggle Over Technology and Prosperity (Hachette. 2023).

2. Anu Bradford, Digital Empires: The Global Battle to Regulate Technology (Oxford University Press. 2023).

3. Jennifer Burns, Milton Friedman: The Last Conservative (Farrar. 2023).

4. John Coates, The Problem of Twelve: When a Few Financial Institutions Control Everything (Columbia Global Reports. 2023).

5. Martin Daunton, The Economic Government of the World: 1933-2023 (Farrar. 2023).

6. Zeke Faux, Number Go Up: Inside Crypto’s Wild Rise and Staggering Fall (Crown Currency. 2023).

7. Brian Merchant, Blood in the Machine: The Origins of the Rebellion Against Big Tech (Little, Brown and Company. 2023).

8. Martin Wolf, The Crisis of Democratic Capitalism (Penguin Press. 2023).

9. Jan Eeckhout, The Profit Paradox: How Thriving Firms Threaten the Future of Work (Princeton University Press. 2021).

10. Eric A. Posner, How Antitrust Failed Workers (Oxford University Press. 2021).

11. Diane Coyle, Cogs and Monsters: What Economics Is, and What It Should Be (Princeton University Press. 2021).

12. Jonathan Levy, Ages of American Capitalism: A History of the United States (Random House. 2021).

Seminar on Corporate Law Ⅶ

The debate between shareholderism and stakeholderism, i.e. whether the purpose of a company’s existence should be limited to maximizing shareholder value and how much consideration should be given to the interests of other stakeholders, has become one of the most important central issues in corporate governance reform around the world in recent years.

The origin of the shareholder-first principle is said to be an article published in the New York Times Magazine 50 years ago by the American economist Milton Friedman. However, discussions to date have raised questions such as (1) under what preconditions is Milton Friedman's view correct?, and (2) what adjustments should be made in response to changes in economic conditions over the past 50 years.

Based on our understanding of the current state of the debate in other countries, this seminar will examine the state of the discussion in Japan.

1. Luigi Zingales, Jana Kasperkevic & Asher Schechter ed., Milton Friedman 50 Years Later (George J. Stigler Center. 2020).

2. The University of Chicago Business Law Review Symposia 2022, The Economic Structure of Corporate Law at Thirty: A Retrospective on the Work of Easterbrook & Fischel, 1 U. Chi. Bus. L. Rev. 1 (2022).

3. Marcel Kahan & Edward Rock, Corporate Governance Welfarism, 15 Journal of Legal Analysis 108 (2023).

4. Lucian A. Bebchuk & Roberto Tallarita, The Illusory Promise of Stakeholder Governance, 106 Cornell L. Rev. 91 (2020).

5. Jill E. Fisch & Steven Davidoff Solomon, Should Corporations Have a Purpose?, 99 Tex. L. Rev. 1309 (2020).

6. Leo E. Strine Jr, Kirby M Smith & Reilly S Steel, Caremark and ESG, Perfect Together: A Practical Approach to Implementing an Integrated, Efficient, and Effective Caremark and EESG Strategy, 106 Iowa L. Rev. 1885 (2020).

7. Oliver Hart & Luigi Zingales, Companies Should Maximize Shareholder Welfare Not Market Value, 2 Journal of Law, Finance, and Accounting 247 (2017).

8. Eleonora Broccardo, Oliver Hart & Luigi Zingales, Exit versus Voice, 130 Journal of Political Economy 3101 (2022).

9. Christopher M. Bruner, Corporate Governance Reform and the Sustainability Imperative, 131 Yale L.J. 1217 (2021).

10. Aneil Kovvali, Stark Choices for Corporate Reform, 123 Colum. L. Rev. 693 (2023).

Social Data Analysis

The replicability of non-highly-peer-reviewed empirical studies in Japan.

Social Data Analysis 

The relationship between ESG in the Corporate Governance Code and the promotion of employment for people with disabilities.