This paper examines the issues regarding the theory and practice on the initiation and termination of derivative actions in the U.S., specifically the criteria for determining the demand futility, and the conditions under which a company’s motion to dismiss is granted after the complaint has been successfully filed. The materials covered in this paper include the provisions of statutes of major states and model laws, leading cases to which Delaware law applied, and the case laws of state and federal courts on individual issues. The principles pointed out by this work are extremely important in advancing management monitoring by shareholders that is not excessive, and certainly provide many suggestions for Japanese corporate law jurisprudence. This paper also aims to accurately grasp the fundamental understanding of U.S. corporate law regarding the involvement by shareholders to charge director’s liability to the corporation. In addition, this paper describes some basic mechanisms and individual matters on derivative action that may be difficult to understand for Japanese readers who learn the fiduciary duty of directors in U.S. corporate law due to their significant differences from Japanese law.

一橋大学大学院法学研究科

2021-07-10

Japanese(jpn)

departmental bulletin paper

VoR

10.15057/71980

1347-0388

AA1161370X

一橋法学

20

2

29

146

20巻2号(2021.7)

https://hdl.handle.net/10086/71980