Shareholder Meetings and Corporate Governance: With a Focus on Electronic Provision of Reference Materials for Shareholder Meetings

This article proposes some possible improvements to the system relating to the electronic provision to shareholders of reference materials for shareholder meetings, as part of a legal system reform that would promote dialogue between corporations and investors (shareholders). Such electronic provision will result in economic benefits in terms of paper resources and corporate cost reduction. It could also enhance the quality of shareholder decision- making and promote dialogue between corporations and shareholders through the fulfillment and acceleration of information sharing prior to shareholder meetings. Under the current Companies Act, companies can electronically dispatch notices calling shareholder meetings and electronically provide all shareholder meeting reference materials once the individual consent of the shareholder has been received. However, this system has been poorly implemented. The limits of such systems that require individual consent have been pointed out. This paper examines the U.S. legal system, under which companies are able to provide reference materials for shareholder meetings electronically by posting such materials on their websites and sending shareholders written notices providing the minimum legally required information, such as dates, times, locations for shareholder meetings, and methods for accessing relevant websites. This article considers the possibility of Japan adopting a similar system and the challenges that must be overcome to that end.