情報化社会における「説明義務」と「説明責任」 : 経営倫理の欠如と会社法の対応(統一論題『情報化社会と経営倫理』)

抄録

In 1981, the Japanese Corporation Law adopted the rule where corporate directors and auditors had to provide the limited information requested at the shareholder's meeting. This law, known as Article 237-3 of the Corporation Law, is based on the German counterpart although shareholder's rights under the Japanese law is restricted compared to its mother law. As shareholder's rights has been limited, an accountability of directors and auditors has become a contradiction in terms: while directors and auditors are obliged to inform shareholders at the company's general meeting, the information which should be disclosed are restricted by law. In light of the current information-oriented society, such situation is unfavorable. It is therefore suggested either to scrap the Article 237-3 or to clarify the shareholders fundamental rights further.