Of Activist Mayors and Nuclear Reactors: The Osaka v Kansai Electric Saga and Japan's Curious Regime Governing Shareholder Access to Minutes of Board Meetings

Abstract

Shareholders of Japanese stock companies (kabushiki-kaisha) have certain information rights, but these rights depend on the specific variant of corporate form adopted. In companies adopting a variant with a board of directors (torishimariyaku-kai), shareholder access to minutes of meetings of boards of directors for the purpose of inspection and making copies thereof is subject to court permission. In this article, we introduce and analyze this regime of shareholder access, which has heretofore received scant attention in the English-language literature, within the context of shareholder information rights under Japanese law and in comparative perspective. We also discuss in particular the recent case of City of Osaka v. Kansai Electric Power Company, in which an anti-nuclear activist mayor used this regime of shareholder access successfully to obtain information from an electric power company on its nuclear power operations.

Keywords: Japanese law, corporate law, board of directors, shareholder information rights