JAPAN Law and Practice Contributed by: Hiroshi Mitoma, Tomohiko Iwasaki and Kosuke Hamaguchi, Nagashima Ohno & Tsunematsu
writing (or by email), then the resolution of a shareholder meeting will be deemed to have been made without having an actual physical meeting. Apart from the convocation of a shareholder meeting by the company, a shareholder hold - ing 3% or more of the voting rights may, with the court’s permission, convene a shareholder meeting. Proposal by a Shareholder When the company convenes a shareholder meeting, within the scope of an agenda item proposed by the company, a shareholder may make a counter proposal during the meeting. For example, if the company proposes one individ - ual as a director candidate, a shareholder may make a counter proposal to make another indi - vidual a director candidate during the meeting. Further, a shareholder holding 1% or more of the voting rights (or holding 300 or more voting rights) may request the company add a certain agenda item for an upcoming shareholder meet - ing by making the request eight weeks prior to the scheduled date of the shareholder meeting. Resolution Requirement The voting/quorum requirements for a share - holder meeting resolution differ depending on the agenda item to be resolved. A super-majority vote, requiring two thirds or more of the affirmative votes among the share - holders present at the meeting, is required for some important matters such as amendments of the articles of incorporation, approval of merg - ers, dissolution of the company, and others. The quorum requirement, which is the attendance of shareholders holding more than half of all the
voting rights, may be relaxed by the articles of incorporation. A simple majority vote, requiring more than half of the affirmative votes among the sharehold - ers present at the meeting, applies to general matters such as the approval of financial state - ments, distribution of dividends, appointments of directors or statutory auditors, and others. The quorum requirement is the attendance of shareholders holding more than half of all the voting rights, which may be relaxed by the arti - cles of incorporation. There are some other resolution requirements for certain exceptional matters. Disclosure of Result of Resolution In the case of a listed company, the voting results for each agenda item (ie, the number of affirma - tive votes, negative votes and abstentions) are required to be disclosed to the public. 5.4 Shareholder Claims A shareholder has the right to request the com - pany institute a suit against a director by itself seeking indemnification of the company by the director (or statutory auditors or an accounting auditor). If the company does not bring such a suit by itself within 60 days of the demand being made by the shareholder, the shareholder may, on behalf of the company, bring a suit (a deriva - tive suit) against the director (or statutory audi - tors or an accounting auditor). In limited circum - stances satisfying the requirements under the Companies Act, a shareholder may also bring a derivative suit against the directors (or statutory auditors or an accounting auditor) of a wholly owned subsidiary. A shareholder may also file an action with the court to nullify certain corporate actions taken
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