In this research project we analyzed current legal problems in the field of insurance business that is facing to the strong deregulation recently. The analysis covers both insurance contract law and insurance supervision law. The main result of the research is "Insurance Law" published in March 2005 by Tomonobu Yamashita, the head investigator. In the part of the introduction the definition and scope of the insurance is dealt with. This problem is important because the relation between insurance and other financial transactions, particularly financial and insurance derivatives, becoming unclear through the deregulation of the financial service businesses. In the part of the insurance contract and law, the future legislation on the insurance contract is discussed from the viewpoint of the comparison with recent legislations in European cotmtries and United States. Also the influences of the current legislation in the field of general civil law such as the Consumer Contracts Law etc. on the insurance contract are analyzed. The regulation of the insurance intermediaries is another focal point of the research. Investigators researched also other current legal problems and published articles

International unification of accounting standards owing to establishment of International Accounting Standards by IASB has a large impact on Japanese corporation law in two aspects. One is how its provisions concerning accounting should be amended in harmony with the international movements. The other is how it should cope with the changes of business conducts of companies brought about by the new accounting standards.Concerning the first point, we published several articles on the recent amendments of Japanese corporation law with regard to capital reserves and limitations on sources of dividends. The most important issue in the fixture is the Accounting Standard of Share-based Payment. Our conclusions on the issue are as follows. If Japanese corporation law is amended in harmony with the Exposure Draft on Share-based Payment of IASB, it must introduce the new idea which has not existed in Japan that the corporation may issue stock purchase/subscription warrants in exchange for services. There would be no serious problems in publicly-held corporations, if services are permitted as consideration for shares. However, some abuses might occur in the case of closely-held corporations which do not disclose any financial statements. Since there is a risk of overvaluation in services which have no market prices, the possibility should not be excluded that the corporation law requires the special resolution of shareholders meeting in case the corporations accept services as consideration of shares. Since services may be provided for a period of time, such amendment of corporation law is needed that payment by installment to stock purchase/subscription warrants is permitted. The principle of labor law that the wages shall always be paid in cash must be abolished.Concerning the second point, the most serious problem to Japanese corporations was so-called "legend" of the financial statements written in English in 2001. However, the auditor system and the new type of corporation (corporation with committees) have become the most important issue after the Enron scandal in autumn of 2001. The Accounting Standard of Impairment of Assets which is to be applied in Japan from 2005 has a great influence on he conducts of business of Japanese corporations by giving rise to a great number of M&A and restructuring activities today

First, bank insolvencies should be dealt with by method of purchases and assumptiones. In order to do that, we need to provide variety of way of supporting rescuing financial institutions and to introduce loss sharing schemes. And it is desirable that deposit or fund transfer creditors to the bank should have preferences over other creditors of the bank.Second, insurance company insolvencies should be dealt with not by administrative procedures under the Insurance Business Law but by judicial procedures under the Special Reorganization Procedure for Financial Institutions Law.Third, we should make it possible that banks may rescue insolvent co-operative societies for agriculture.Four, we need to extend functions of the fund for the protection of investors in order to deal with securities company insolvencies

Comparing with the corporate law, our law of business transactions is clearly out of date. If we look at the legislative situations of other developed or even some developing countries, we can find their laws of business transactions have been quite modernized. We cannot understand the reasons why our legislators are so slow to modernize our law of business transactions.We strongly believe our law of business transactions should be modernized in near future. Because it is very inconvenient and difficult for business people to predict precise legal outcomes of their business conducts under the present out-of-dated legal rules. Furthermore, the present rules are not friendly to consumers because of the too much strong principle of freedom of contract.Therefore, we intensively have made research works on modernizing our law of business transactions for four years. As the result of our works, we offer several proposals in order to modernize the present legal rules

The purpose of this project is a comprehensive research of all the issues concerning the application of the Japanese Corporation Law to transnational affairs.
The issues must be examined in two parts. The first is a choice-of-law problem : which country's law is to be applied to the affairs concerning corporation law ? The second is a constructive problem of substantive law : for example, whether the term "corporation" in the Japanese Corporation Law includes a "foreign corporation", if Japanese law is to be applied? Concerning the first problem, in addition to choice-of-law view points, examinations must be made from public-law view points (for example, extra-territorial application of public law) in some circumstances.
Important legislative issues of the Japanese Corporation Law concerning foreign corporations include : (1) ambiguity of the provision dealing with quasi-foreign corporations, (2) defects of the provisions concerning foreign corporations (for example, insufficient disclosure of their financial statements), (3) ambiguity of treatment of foreign corporations in bondholders' meetings, mergers etc., (4) requirement of recognized legal entities.
Most of the Corporation Law issues brought about by Japanese corporations' transnational activities can be solved adequately by the existing Corporation Law.

This project intends to analyze the legal problems concerning the innovative financial products such as derivatives. Derivatives products are, because of their special characteristics, giving rise to complicated problems in many fields of law, such as civil- and commercial law, banking Law, securities law, tax law. Members of the project investigated law and practices of derivatives in Japan and foreign countries comprehensively, and presented the possible solutions under the existing Japanese legal system. Furthermore they tried to describe the new legislative measures that are required for the sound developments of the derivatives in Japan. Subjects taken up under the project are, for instance, treatment of derivatives transacions under the bankruptcy proceeding, and distinction derivatives from insurance or wager in the field of private law. In the fields of banking law and securities regulation, regulation on the OTC-derivatives and risk management system in the financial institutions concerning the derivatives are main topics. Some members of the project reported on the results of the reserch at the sympojium of the Japanese Society of Law of Finance in October 1998, and they also contributed greatly to the recent amendments of the Banking Act and the Securities Transaction Act.

会社法と租税法とを総合的に視野に入れ,かつ,企業がある目的を達成しようとしたときにどのような法的手段があるかという戦略法務的な思考を体得するための「ビジネス・プランニング」のケ-スブックの作成が,本研究の課題である。本年度は,昨年度に引続き,ケ-スブックの設例に適当な材料を得るために実務家へのインタビュ-を行うとともに,設例の作成,関連設問の作成,関連教材の収集を行った。その結果,予定するケ-スブックの各章について,仮想設例を中心に構成した,第一次の試案のようなものが,一通りできあがった。ただ,今後,内容をさらに検討して,洗練された設例等に仕上げねばならない。また、平成2年4月に国会に上程される商法・有限会社法の改正法案の内容が,従来いわれていたよりも小幅な改正を内容とするものになったこと,消費税の今後の取扱いが不明であること等,ケ-スブックの内容に係る点で外部環境に変化があり,今後の帰趨もさだかでないことから,ケ-スブック刊行までには,なおしばらく時間を要する。ケ-スブックの構成は、次のようなものになる予定である。第1章 新規事業への進出(a)分社(b)買収(c)合併第2章 資金調達第3章 利益処分第4章 企業承

Our research has made clear the following points. First, we need to legislate investors protection law which covers all kinds of financial transactions, including banking, securities, insurance and new financial transactions such as financial derivatives and which implements the suitability rule and the trustee liability rule more concretely etc. This legislative proposal has been partially realized by the enactment of the Financial Products Transaction Law of 2006. Second, we have conducted research on problems concerning settlements in financial markets and on conflicts of interests problems in financial markets and have made clear the concrete contents of legislation which we need to implement. Third, legislative defects of investment schemes in Japan have been detected by our research and how we should interpret the present financial laws and what kinds of legislation should be implemented has been made clear by our research. Fourth, we have made clear the risk management and governance problems which have been derived by developments of financial conglomerate formations and how we should legislate to deal with these problems. Fifth, we have made clear the needs and directions of legislation of financial supervision laws