Abstract
In 1944-1949, the “Gunjugaisha Hou (Law of Corporations for War Supplies)” and the “Kaishatourinjisochi Hou (Law on Extraordinary Measures for Corporations, etc.)”, old Japanese laws, provided exceptions to the Japanese Commercial Law revised in 1938: both laws restricted stockholders' rights in rules of procedure for meetings of stockholders. However, it remains unclear whether these rules were enforced in those days. The purpose of this paper is to clarify that question.
During the war, the Gunjugaisha Hou gave priority to national interests over stockholders' interests (the principle of product first). In contrast, the Kaishatourinjisochi Hou gave priority to cost savings of opening stockholders' meeting over all other matters. Using the same reasoning, the latter law was continued during the Postwar Reconstruction Period.
Were these laws actually effective? According to the minutes of the proceedings in a stockholders' meeting of the Zaibatsu companies such as Mitsubishi Jukougyou and Mitsubishi Denki, in 1944-1946, the calling of stockholders' meetings depended on a public announcement, not a notice, and important decisions, such as the amending the statutes of the company, depended on simple, not prudent processes. The stockholders' meetings of Nihon Chisso Hiryou and Nihon Sekiyu (non-Zaibatsu companies) were carried out similarly.
In conclusion, the Gunjugaisha Hou and the Kaishatourinjisochi Hou were effective in those days.
