Current Institutional Affiliation
Dean and Nippon Life Professor of Law, Law School, University of Michigan

Award Information

Abe Fellowship 1996
Institutional Affiliation (at time of award):
Associate, Paul, Weiss, Rifkind, Wharton & Garrison
The Role of Shareholders’ Meetings in the United States and Japan

Annual shareholders' meetings are major events in the life of a corporation and could be useful opportunities for the owners of a corporation - the shareholders - to interact with management. But in practice, shareholders' meetings are usually short, contentless, and ritualistic. In Japan, the potential benefits of shareholder management interaction are thwarted particularly by s0kaiya, shareholding troublemakers who disrupt meetings unless paid a fee. U.S. corporations, too, are plagued to a lesser degree with rabble-rousers (some with "legitimate" non-blackmail purposes) at shareholders' meetings, and some U.S. corporations have instituted specific policies to deal with them. I propose to compare the role of shareholders' meetings in the United States and Japan from an institutional economics perspective to determine what the role of the meeting is and should be in each country's system of corporate governance, how corporations in both countries can deal with troublemakers without compromising shareholder rights, and how shareholders' meetings should be conducted in order to maximize shareholder wealth.