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英国、日本およびミャンマーの少数株主保護のための訴え
http://hdl.handle.net/10191/0002000212
http://hdl.handle.net/10191/0002000212b18f9b12-d91d-416a-8fd4-16cce8472c98
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本文 (1.11MB)
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要旨 (181KB)
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| Item type | 学位論文 / Thesis or Dissertation(1) | |||||||
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| 公開日 | 2022-01-07 | |||||||
| タイトル | ||||||||
| タイトル | Personal Actions for Remedies by Minority Shareholders in U.K., Japan and Myanmar | |||||||
| 言語 | en | |||||||
| タイトル | ||||||||
| タイトル | 英国、日本およびミャンマーの少数株主保護のための訴え | |||||||
| 言語 | ja | |||||||
| 言語 | ||||||||
| 言語 | eng | |||||||
| 資源タイプ | ||||||||
| 資源 | http://purl.org/coar/resource_type/c_db06 | |||||||
| タイプ | doctoral thesis | |||||||
| アクセス権 | ||||||||
| アクセス権 | open access | |||||||
| アクセス権URI | http://purl.org/coar/access_right/c_abf2 | |||||||
| 著者 |
, Nang Nwe Ni Nyunt
× , Nang Nwe Ni Nyunt
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| 抄録 | ||||||||
| 内容記述タイプ | Abstract | |||||||
| 内容記述 | The courts in the U.K. have applied the Companies Act (CA 2006), its principles and rules integrally in settling legal disputes between the majority shareholders and minority shareholders of a company. Japan has used the Companies Act (JCA) as its main tool and considers it within the scope of the principles and rules in rendering remedies to shareholders. As for Myanmar, the Company Law (MCL) is considered to be the main tool for the courts to assess when shareholder remedies are to be settled. Initially, a dilemma was seen in the judgements of courts in the U.K. and Japan as to whether to focus on legal rights (non-financial rights, such as the right to vote and the right to participate in decision making) within the Companies Acts or to concentrate on economic rights (financial rights, such as the right to receive dividends and the right to an appraisal with proper value) adopted by the principles and rules in granting such remedies. This pendulum is worthy for Myanmar courts to explore in order to settle the rights-related cases in a company having a corporate personality. In the U.K., the CA 2006 grants absolute shareholder remedies by way of derivative actions and unfair prejudice actions. Since a derivative action is an action filed by any shareholder on behalf of the company, it is for the benefit the company and not for the sake of shareholders individually. Therefore, an unfair prejudice action opens a right for the individual shareholders to claim remedies related to a legal or economic interest of any shareholder as a member of the company. This research focuses on the U.K. trend of considering the equitable principle of shareholders in a private or public company by using the provision of an unfair prejudice action in the CA 2006. In Japan, the remedies for an individual shareholder can be claimed under the JCA as an action against unfairness caused to any shareholder. The problems related to such remedies take place when a company has issued new shares or other securities. Case analysis shows that Japanese courts have settled such problems according to the JCA in some cases and principles in others. Even though there are many ways to uncover the remedies, this research focuses on the provisions of the JCA. The problems were seen to be accompanied by the application of the guidance and principles adopted under the authorisation of the respective government departments. However, some case reviews appeared to be supportive of the courts' judgements which stressed the economic right of the majority shareholders and the whole company. For Myanmar, the MCL provides derivative actions and unfair prejudice actions in a row. These legal remedies are said to be new-born remedies in the Republic of the Union of Myanmar. Therefore, the application of the law is central for the Myanmar courts in settling the legal remedies of shareholders. Based on the problems in the U.K. and Japan, documents to clarify the legal texts in the MCL might be needed. Thus, the kind of explanatory document which is the most reasonably supported should be discussed. In accordance with the Union Judiciary law, 2010, the supreme court of Myanmar can be focused to issue procedural instructions for the law of unfair prejudice actions and derivative actions. As the court manual is considered to be a supportive document for the trial of all legal cases, the insertion of some sections in the manual will facilitate in the trial of derivative actions and unfair prejudice actions. In these three jurisdictions, the courts have in common the relief they can give to the concerned directors, but the attributes to commit such acts by the directors are not in common. The JCA provides that directors should not be excused from liability for negligence. However, the business judgement rule prevents directors from liability for judgements in accordance with accounting business. The MCL shares a common theme with the CA 2006 to excuse directors' misconduct associated with negligence without bad faith. The U.K. did not face the problem with the excuse of liability. This research view is that the application of CA 2006 by U.K. courts is valuable to be taken as the ideal, and the element of negligence in the JCA is to be taken into account as well. In a nutshell, for this research, the experiences of the U.K. and Japanese courts are valuable for Myanmar courts in settling newly offered shareholder remedies under the MCL. | |||||||
| 言語 | en | |||||||
| 学位名 | ||||||||
| 言語 | ja | |||||||
| 学位名 | 博士（法学） | |||||||
| 学位授与機関 | ||||||||
| 学位授与機関識別子Scheme | kakenhi | |||||||
| 学位授与機関識別子 | 13101 | |||||||
| 言語 | ja | |||||||
| 学位授与機関名 | 新潟大学 | |||||||
| 言語 | en | |||||||
| 学位授与機関名 | Niigata University | |||||||
| 学位授与年月日 | ||||||||
| 学位授与年月日 | 2021-03-23 | |||||||
| 学位授与番号 | ||||||||
| 学位授与番号 | 甲第4888号 | |||||||
| 学位記番号 | ||||||||
| 内容記述タイプ | Other | |||||||
| 内容記述 | 新大院博(法)第34号 | |||||||
| 言語 | ja | |||||||
