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1.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  40  pp.267-275,  2008-02-29.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/940
概要: Internet banking is required to secure and enrich the convenience of such transactions while attempting to ensure their safety.Therefore,the transaction format known as Internet banking itself becomes difficult to be supported if abuse cannot be avoided,despite the mutual vigilance of financial institutions and the implementation of system constraints that,unlike face-to-face transactions,require confirmation of the identity of the depositor via methods such as Personal Identification Numbers(PINs). However,there is a limit to how well problems involving deposit transactions can be handled based on interpretation of the Article 478 of the Japan’s Civil Code. One indicates an important topic for the future discussions connected to the necessity of resolving such problems through legislation,by focusing on the Depositor Protection Act and other laws and regulations,by giving full consideration to strategies for depositor prevention from being victimized,and by assuring the depositor protection in general. 続きを見る
2.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  40  pp.121-129,  2007-09-30.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/931
概要: This paper reviews the judgment of the Tokyo High Court dated January 18, 2005 on the case in which damages were claimed against Snow Brand Foods Co., Ltd. One of the issues that had been un-der dispute with regard to the scope of the “third parties” specified in Article 266, Paragraph 3(1) of the Commercial Code before the amendment from 2005, was whether or not shareholders were in-cluded in these “third parties”. As far as the direct damage was concerned, the generally accepted the-ory was the shareholders were included in the “third parties”, as provided in Article 266, Paragraph 3(1) of the Commercial Code. However, there were differences of opinions with regard to the conse-quential damage. This paper focuses on the issue of whether or not shareholders should be included in the “third parties”. Judgment of the case in question is interesting in that, without flatly denying the possibility of the liability of directors for the consequential damage, it recognizes some exceptions to the non-liability of directors by using the phrase, “unless there are no particular circumstances”. While the author does not intend to argue against the judgment, some questions do remain concerning the reasoning. For instance, due to of its diversity, the consequential damage of the shareholders can-not be summarized in one sentence. In addition, different approaches should be used with large, publicly-held corporations, as opposed to small, privately-held companies. Accordingly, separate study is required for each case in question, by taking into consideration the actual situation. In conclu-sion, the matter as well as the actual circumstances of the damage suffered by the shareholders should be reviewed in each case and, depending on the circumstances, shareholders should be given the possi-bility to pursue the liability of directors, even for indirect damages, under Article 266, Paragraph 3(1) of the Commercial Code. 続きを見る
3.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  39  pp.235-253,  2007-02-28.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/865
概要: The newly established Japanese corporate law delves deeply into the quintessence of responsibility (which can be considered to be the basis of the doctrine of director’s responsibilities). In fact,it constitutes a systematic overhaul that includes liability limitation as well. Due to the fact that in US corporate law there are various subtle distinctions in the individual state regulations governing the limits of responsibility and exemption from liability of directors,a straightforward comparison between US and Japanese legislation is difficult. Especially noteworthy of the corporate law in Japan is the fact that it prescribes distinct ways and means:particularly for liability exemption. Moreover,an inevitable prerequisite for decisions of the general meeting of stockholders or the board of directors in regard to the exemption from liability,is the stipulation of a certain disclosure agenda. If said disclosure requirement is not fulfilled due to concealment of important facts, in keeping with the fundamental interpretation of US corporate law,such decisions on the exemption from liability are to be understood as not having attained validity. In Japan, the maximum amount of damages that directors can be held liable for by their companies is stipulated based on the amount of their remuneration,and,by comparison to US corporate law,constitutes a considerably more strict penalization. Hence, it can be concluded that it acts as a powerful deterrent against the lack of due diligence on the part of directors. 続きを見る
4.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  39  pp.255-265,  2007-02-28.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/866
概要: Debt consolidation in the context of debt relief for an obligor can be executed more promptly when the precise total amount of all the obligor’s currently outstanding debts can be determined by requesting the disclosure of all past financial transactions. However, not all obligors comply smoothly with such a disclosure request by the attorney in charge of the debt consolidation process. In such a case,it becomes a crucial issue whether there is a legal basis or grounds for demanding professional money-lenders, to whom the obligor is indebted,to disclose the records concerning said money-lenders’financial transactions with said obligor. On 19th July 2005, the Japanese Supreme Court passed its first ruling on this issue on which the lower courts were still divided. This ruling recognized the disclosure obligation of the professional money-lender regarding the transaction records of an obligor,and it clearly defined its position on debtor/obligor protection as well. Hence,as a matter of principle,professional money-lenders may no longer refuse an obligor’s request for disclosure of their financial transaction records as concerns that obligor. With this ruling, obligors can more readily come to know the true extent of their total debt and professional money-lenders can now be obligated to disclose their transaction records. It follows that this ruling can be evaluated as an epoch-making decision recognizing and clarifying the legal grounds for, and extending the scope of, the transaction-record disclosure obligation of professional money-lend 続きを見る
5.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  39  pp.99-105,  2006-09-30.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/836
概要: This treatise is a review of the Japanese Supreme Court's judgment of Novcmbcr7, 2003, in a case involving the disclosure obligation of financial institution employees when their banking estab lishment makes an offer to sell residential land with an ulterior motive of hoping to provide a loan to the buyer. This judgment admits there may be extenuating circumstances in specific cases and does not establish a definitive criterion for judgments on disclosure obligation, but it does establish a precedent considering that there is no clear standard for banking employee accountability. Nonetheless, this author cannot support the Supreme Court's conclusion: While it is possible to think of the High Court's reasoning in this case being based on the fact that the purchase contract and the financing con tract being one and the same document, the Supreme Court perceived that the purchase contract and fi nancing contract are basically separate contracts that make a distinction between the parties. When purchasing and financing coincide, it is important that the document be appropriate for the established purpose from the perspective of both parties. In this sitnation, the impropriety of the act of solicitation itself is not that important. In this aspect, this treatise supports the gist of the high court's judgment. 続きを見る
6.

論文

論文
松本 博 ; Matsumoto Hiroshi ; マツモト ヒロシ
出版情報: 福岡工業大学研究論集.  38  pp.183-197,  2006-02-28.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/805
概要: Recently, the interest in the world centers on the hostile takeovers. Then, it charms the interest of the general people in addition to the financial circles, too. As for the hostile takeovers, the problem that to be legal in addition to the economic problem, too, is important exists. The foundation of the com­pany law this time diversified a countermeasure to the hostile takeovers, too. When hostile takeovers are done to the company, most executive takes a company defense plan about this. It is by the business judgment rule that it attempts the standard of the countermeasure which the directors can adopt to the case. According to what legal standards when hostile takeovers are prepared, should the company ex­ecutive officers with the situation which fights the defensive battle act? The purpose of this article is to make the act standard of the directors clear based on the case in U.S.A. 続きを見る
7.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  38  pp.223-230,  2006-02-28.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/826
概要: This article is reviewing about the judgment on Tokyo High Court 1997 November 7th. Recently, when returning a loan to t he money lender person. to return using the ATM which the money lender person established is increa直ing. As for this judgment, when the obligor returns a loan, interest and compensation payment to the money lender person using the ATM, the effectively of the return is the case which was competed for. It is the first time high court judgment which admitted to satisfy the re­quirement of the voluntatiness which is prescribed in the Money lending Control Law 43 article. It is the judgment which can be evaluated, being high about this. 続きを見る
8.

論文

論文
松本 博 ; マツモト ヒロシ ; Matsumoto Hiroshi
出版情報: 福岡工業大学研究論集.  38  pp.199-221,  2006-02.  福岡工業大学 — Fukuoka Institute of Technology
URL: http://hdl.handle.net/11478/806
概要: The company system can be called one of the most basic systems in the modem society. How­ever, in recent years, the opportunity for a disgraceful affair in the company to be reported in the mass communication is increasing. Therefore, it became remarkable socially to the evil of the company sys­tern. The executive in the company sufficiently recognizes the economic conditions which surrounds a company and must do a judgment in case of management. At this article, it reviewed to make the range and the contents of the legal responsibility of the directors in the company clear. 続きを見る
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