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in Commentary on Corporate Law, Vol. 4, at 343 (1968), to support
petitioners’ contention that a director may cast more than one
vote to break a tie. However, he also cited an article,
Tatasuta, Corporate Law (Kaishaho) 107-108 (2000), in which the
author said that a director may not do so.
Respondent’s expert in Japanese law, Michael K. Young
(Young), cited two articles, Tanaka, Kaisha Ho Hyoron Jo, p. 370
(1967), and Tanaka & Namaki, Shinpan Kabushiki Kaisha Horitsu
Jitsumu Handobukku, p. 423 (1967), which conclude that a
provision which allows a “second or casting” vote by a chairman,
or president acting for the chairman, to break a tie is invalid
and unenforceable under Japanese law.
Respondent’s witness, Yoshimasa Furuta (Furuta), who is
licensed to practice law in Japan, reviewed Kanda’s report.
Furuta said that he agreed with Young that a provision
authorizing a director to vote a second time to break a tie is
invalid. Furuta said that two standard textbooks on Japanese
corporation law, Kitazawa, Corporation Law (New ed. 1982) at 347,
and 1 Tanaka, Corporation Law 560 (Rev. ed. 1982), state that a
provision authorizing a director to vote a second time to break a
tie is invalid and unenforceable. Furuta also said that Ministry
of Justice publications state that a provision authorizing a
second vote to break a tie is invalid and unenforceable.
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