The Japanese Companies Act does not allow a corporation to become a board member（Section 331 subsection 1 item 1）. This paper examines whether this rule has theoretical justification. This paper also examines whether a corporation has policy legitimacy or technical significance in becoming a director. This issue has long been discussed, but with the enactment of the Companies Act in 2005, the major structure of the regulation on which the discussion is based has changed significantly. This paper discusses the director eligibility of a corporation in terms of whether this change in the corporate regulations affects the rationale explained in the previous discussions. The outline of this paper is as follows. Part II gives an overview of previous theories about the essence of corporations. Then, based on the understandings of the nature of human beings and corporations, I consider whether the directors of corporations should theoretically be natural persons. In Part III I review Japanese corporate law studies regarding the approval or disapproval of corporate directors. The majority of Japanese scholars understand that there is no theoretical hindrance with a legal entity becoming a board member and develop discussions from a technical or policy standpoint. In Part IV I describe the debate over the utility of corporate directors and the conditions for their appointment in the United Kingdom. Here, the paper will focus on the ongoing policy debate over the reform of the corporate director system. In Part V, I take a closer look at Bainbridge and Henderson’s recent proposal for the idea of outsourcing board functions to a single legal entity. Their discussion presents issues from various perspectives when trying to introduce the Board Service Providers（business entities that are not natural persons）. Also, their discussions are rich in general consideration that is not influenced by the unique features of corporate regulations of the United States. Finally I conclude that there are no theoretical or substantive problems with a legal entity becoming a board member. This claim is supported through the discussions through Parts II to V.

一橋大学大学院法学研究科

2022-07

Japanese(jpn)

departmental bulletin paper

VoR

10.15057/74229

1347-0388

AA1161370X

一橋法学

21

2

39

58

21巻2号(2022.7)

https://hdl.handle.net/10086/74229