Jōjō Kaisha-hō Gaisetsu (Introduction of Corporate Law for Listed Companies)

This book is a textbook that explains the legal rules governing listed companies. A listed company is a company whose shares are listed on a stock exchange, such as the Tokyo Stock Exchange, and such companies are also commonly referred to as public companies.
 
In contemporary undergraduate law programs and law schools, teaching often focuses on situations in which legal disputes arise and examines the law from the perspective of how such disputes should be resolved. However, given that most graduates of law faculties eventually pursue careers in companies, it is more important to understand how legal rules function and are applied in the ordinary course of corporate activities, rather than in the exceptional context of legal disputes.
 
When attention is directed to the function and operation of legal rules in ordinary corporate activities, an examination of company law alone is insufficient. Listed companies are subject not only to company law but also to the Financial Instruments and Exchange Act, the rules of stock exchanges, and various forms of soft law (meaning rules that are not intended to be enforced by courts). Accordingly, anyone engaged in legal practice involving listed companies must understand both company law and the Financial Instruments and Exchange Act.
 
From an academic standpoint, company law has traditionally been understood as aiming to achieve a fair adjustment of the interests of stakeholders, while the Financial Instruments and Exchange Act has been viewed as pursuing the objectives set forth in Article 1 of that Act, such as the functioning of capital markets and the protection of investors. On this view, the two bodies of law have been regarded as fundamentally different. Functionally, however, both company law and the Financial Instruments and Exchange Act play similar roles in regulating the organization and activities of listed companies. For this reason, it is important to construct a unified theoretical framework that transcends the conventional boundary between these two areas of law.
 
Against this background, this book seeks to provide a cross-sectional explanation of the legal rules governing listed companies, with a particular focus on how those rules function and are applied in the ordinary course of corporate activities. It therefore addresses not only company law but also related legal regimes applicable to listed companies.
 
The intended readers of this book include undergraduate students and law school students who have already completed an introductory course in company law, as well as practitioners engaged in corporate practice. In writing this book, we have aimed to enable readers to acquire basic knowledge of the rules applicable to listed companies, including those under the Financial Instruments and Exchange Act, while also deepening their understanding of company law from the perspective of listed companies.
 
The authors of this book consist of five academic researchers and one practicing attorney, reflecting our aim to explain both theoretical and practical issues in a clear and accessible manner. Given the wide range of concepts involved, we have taken care to explain in detail concepts and ways of thinking that do not typically appear in standard company law courses. In addition, practical topics are incorporated throughout the book to ensure its usefulness to practitioners and to stimulate students’ interest through engagement with real-world issues. The book also includes several columns introducing interesting topics from legal practice and advanced academic discussions. At the end of each chapter, recommended readings are provided for readers who wish to explore the subject matter in greater depth or pursue more advanced study.
 

(Written by IIDA Hidefusa, Professor, Graduate Schools for Law and Politics / 2025)