JAPAN Law and Practice Contributed by: Akira Matsushita and Hideki Ben, Mori Hamada
Shareholders have the right to request a company to provide them access to inspect or copy certain com- pany documents. The following describes the major rights regarding their access to documents. Shareholder Registry Shareholders have the right to make a request for the inspection or copying of the shareholder registry. There are certain exceptions, including requests for: • purposes other than to conduct research to secure or exercise the shareholder’s rights; or • purposes of interfering with the execution of the operations of the company or prejudicing the com- mon interest of the shareholders (Article 125 of the Companies Act). Minutes Shareholders have the right to make a request for the inspection or copying of minutes of: • general shareholders’ meetings (Article 318 of the Companies Act); • the board of directors’ meetings (Article 371 of the Companies Act); • the board of statutory auditors’ meetings (Article 394 of the Companies Act); • the audit and supervisory committee’s meetings (Article 399-11 of the Companies Act); and • the three committees’ (nominations, audit and remuneration) meetings (Article 413 of the Compa- nies Act). In companies with a statutory auditor, three com- mittees (nominations, audit and remuneration) or an audit and supervisory committee, shareholders must obtain the permission of the court to access the min- utes of the board of directors’ meetings. Shareholders are also required to obtain permission of the court to access the minutes of the board of statutory auditors’ meetings, the audit and supervisory committee meet- ings and the three committees’ meetings. Financial Documents Shareholders have the right to make a request for the inspection or copying of financial statements (Article 442 of the Companies Act). In addition, a shareholder with 3% or more of the votes of all shareholders, or
with 3% or more of outstanding shares, has the right to make a request for the inspection or copying of account books or any materials related to them. There are certain exceptions, including those described above regarding access rights to the shareholder registry and cases where the shareholder operates or engages in a business which is, in substance, in competition with the business of the company (Article 433 of the Companies Act). Voting Cards/Proxies Shareholders have the right to make a request for the inspection or copying of voting cards (Article 311 of the Companies Act), electronic voting cards (Article 312 of the Companies Act) and proxies (Article 310 of the Companies Act) with respect to voting rights at a general shareholders’ meeting. The exceptions described above regarding access rights to the shareholder registry also apply to access rights to voting cards, electronic voting cards and proxies. 2.5 Format of Meeting It is recognised that under the Companies Act, although general shareholders’ meetings of Japa- nese companies cannot be held solely through virtual means (ie, a physical meeting must be held), compa- nies may permit their shareholders to participate or attend remotely through the internet. In addition, the amendment to the Act on Strengthen- ing Industrial Competitiveness enacted in June 2021 allows a listed company to hold its general sharehold- ers’ meeting only by virtual means by amending its articles of incorporation to permit such meeting only by virtual means, and by obtaining a confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice thereof. 2.6 Quorum, Voting Requirements and Proposal of Resolutions Ordinary Resolution The Companies Act provides that an ordinary resolu- tion at a general shareholders’ meeting is made by a majority of votes of shareholders present at the meet- ing where the quorum is the presence of sharehold- ers holding the majority of votes of the shareholders
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