著者

境 新一

出版者

東北公益文科大学

雑誌

東北公益文科大学総合研究論集 (ISSN:18806570)

巻号頁・発行日

no.8, pp.91-123, 2004

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This study argues the changes in the functions of third party allocations from a defense tool to a restructuring measure, by examining lawsuit cases during 20 years from 1984 and 2003. From 1984 to 1993, a majority of lawsuits were regarded as a defense measure by management to protect the companies from being acquired by other companies' purchasing outstanding shares. After the burst of the bubble economy, there was a rapid increase in the number of derivative actions, alleging management responsibility for not pursuing shareholders' interest. Behind these moves, there were significant changes in the Japanese economy and legal frameworks, which, as a consequence, diversified companies' financing methods. Significant changes in the economy include a fall in asset values and deterioration of business performance, followed by restructuring. In the legal framework, there were material revisions in the Commercial Code, which encouraged shareholders to file more derivative suits, diversified capital increase methods and lowered standards for capital increase by venture capitals. Examining lawsuit cases amid these changes reveals the shift of the function of the third party allocation from corporate defense to restructuring to pursuit public interest.