JAPAN Law and Practice Contributed by: Hiroshi Mitoma, Tomohiko Iwasaki and Kosuke Hamaguchi, Nagashima Ohno & Tsunematsu
cumstances satisfying the criteria stipulated in the Companies Act, a shareholder may demand that the company or director refrain from taking such actions. Additionally, a shareholder may bring a claim against the company or directors as explained in 5.4 Shareholder Claims . For the purpose of monitoring the company’s management, when satisfying the requirements provided under the Companies Act: • a shareholder holding 3% or more of the vot - ing rights may request the court to appoint an inspector for the company’s business; • a shareholder holding 3% or more of the vot - ing rights may request the disclosure of the accounting books and related documents of the company; and • a shareholder may request, with the court’s permission, the disclosure of the minutes of meetings of the board of directors. A company is required to have an annual share - holder meeting once every fiscal year. At an annual shareholder meeting, the financial state - ments/business reports are approved or report - ed and annual dividends may be declared. The appointment of directors or statutory auditors may also take place. The articles of incorporation usually set forth that the shareholders as of the end of the relevant fiscal year will have voting rights at the annual shareholder meeting, and this annual sharehold - er meeting is required to be held within three months after the end of the relevant fiscal year. An extraordinary shareholder meeting may be convened from time to time. For a company whose shares may be transferred without restric - 5.3 Shareholder Meetings Types of Shareholder Meetings
tion (including listed companies), the company must set a record date by giving public notice in order to identify the shareholders who may exercise their voting rights at the relevant share - holder meeting. Some listed companies are holding a virtual or semi-virtual shareholder meeting by using web conference systems. An amendment to the rel - evant laws was passed in 2021 that enables a company to have “full” virtual shareholder meet- ing (ie, a shareholder meeting without a concept of the “venue” of the meeting). Convocation Procedure The convocation of a shareholder meeting by the company is required to be made by a reso - lution of the board of directors and, in general, a convocation notice is required to be sent out to the shareholders at least two weeks prior to the scheduled date of the shareholder meeting. In the case of a listed company, the required content of the proxy statements for a share - holder meeting is stipulated in the relevant reg - ulations. From the year 2023, pursuant to the latest amendment to the Companies Act, which was enforced on 1 September 2022, a listed company is required to provide the proxy state - ments via electronic means at least three weeks prior to the scheduled date of the shareholder meeting. In exchange, it is not legally required to send the proxy statements in printed form unless requested so by a shareholder. In the case of a closely held company with a lim - ited number of shareholders, if all the sharehold- ers agree to have a shareholder meeting with a shortened notice period, a shareholder meeting may be validly held in accordance with such agreement. Additionally, if all the shareholders approve the proposed agenda unanimously in
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