抄録
Management theories have been developed so far by avoiding normative argument. The avoidance has caused serious problems in the implementation of corporate governance, where legal argument dominated. This paper discusses that the legal logic that director must rely on to protect themselves at the shareholders' derivative suit, that the rigid control systems that are prescribed in the internal control act (JSOX) do not permit flexible actions and kaizen in the organizations, and that the organizations of top management that are prescribed in the corporate law do not permit speedy and flexible decisions.
