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Young also cited Kamin, an Osaka District Court case (filed
on June 19, 1953). In Kamin, the Osaka District Court held that
a director may not cast more than one vote on a board resolution.
Young said that Kamin was “confirmed” (not further explained in
the record) by both the Osaka Legal Affairs Bureau, Hanrei Jiho,
No. 117, March 15, 1957, and the Civil Affairs Bureau of the
Ministry of Justice, Minji Ko, No. 772, April 21, 1959.
Kanda said that Kamin has no precedential value because
Japan is not a common law country, but he said that it may have
persuasive value. Kanda said that the district court in Kamin
applied the Japanese commercial code provision literally, but
that the articles by Horiguchi and Tatasuta that he cited state
that the literal approach fell out of favor. Furuta said that
Kamin was published, which he said suggests it was an important
decision. He also said that there are no precedents contrary to
Kamin.
We find Young’s and Furuta’s position to be more convincing
than Kanda’s. We conclude on this record that, under Japanese
law, the president of Burndy-Japan may not cast a tie-breaking
vote if the president has already voted on the matter.
iii. Control of Burndy-Japan’s President and Board
of Directors by Burndy-US
Petitioners contend that Burndy-US controlled Burndy-Japan’s
president and board of directors and dominated Burndy-Japan. We
disagree.
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