Hisashi Harata (University of Tokyo): Foreign-Corporation Regulations and Private International Law: With a Case Study on Derivative Action

Current Research in Private International Law

  • Date: Sep 20, 2022
  • Time: 11:00 AM (Local Time Germany)
  • Location: online
About the speaker:
Hisashi Harata is a Professor at Faculty of Law, The University of Tokyo. He teaches Private International Law. His main areas of specialization are Private International Law, Comparative Law, and Legal History. His current research focuses on reconstructing a theoretical framework of private international law as part of international law, for tackling current issues implicating the Multinational Enterprise Groups, Global Value Chain, global labors, and global finance, accompanied with historical research including the international history of 1920s. He joined Harvard IGLP Scholars Workshop as faculty member in 2017, 2018, and 2019. He was a visiting scholar at Università degli studi di Napoli, Cornell Law School, and NUS. He often delivers lectures at Columbia Law School, Michigan Law School, Chicago Kent-College of Law and University of Thammasat. His recent publications include “Japanese Arbitration Law and UNCITRAL Model Law", in Gary F. Bell (ed.), The UNCITRAL Model Law and Asian Arbitration Laws (CUP 2018) pp.69-115, “Interpretation and Application of the New York Convention in Japan”, in George A. Bermann (ed.), Recognition and Enforcement of Foreign Arbitral Awards (Springer, 2017) pp. 585-616, and Song Mao Case: Problems of Designing a Legal Infrastructure to Global Value Chains in Globalized Economic Systems, in: Horatia Muir-Watt, Lucia Bíziková, Agatha Brandão, and Diego P. Fernadez Arroyo (eds.) GLOBAL PRIVATE INTERNATIONAL LAW ADJUDICATION WITHOUT FRONTIERS (2019 Elgar) pp,130-140.

About the topic:
The globalization of enterprise organization as well as activities causes more serious labour issues, environmental issues, human rights issues and so on. The corporate law rules on duties and responsibilities of corporate directors are regarded as a tool for corporate governance and compliance.

Based on the current position for the lex incorporationis as well as the internal-affairs doctrine, the breach of duties and responsibilities of directors and the shareholder’s standing for derivative action would be ruled by the lex incorporationis, except for the application of overriding mandatory rules of lex fori.

However, the existence of foreign-company regulations in different jurisdictions like California, New York, Hongkong, Netherland etc. might lead us to a theoretical reflection, as they could impose regulations severer than lex incorporationis on directors and there is no room for such regulations of third countries other than lex incorporationis and lex fori to be applied within the conventional framework of P.I.L.

This presentation will shed lights on this theoretical issue, introducing practical case-study analysis on derivative action, and suggest several problematic points to be tackled in further studies.

About the virtual workshop series:
The virtual workshop series “Current Research in Private International Law" is organised by Ralf Michaels and Michael Cremer. The series features guest speakers and Institute staff members who present and discuss their work on current developments and research topics in private international law. The workshops are geared to scholars who are researching in the field of private international law, but attendance is open to all individuals having an academic interest (including doctoral candidates and students).
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