日本商事法(英文授課)

 Course Description In recent years, we see not a few cases where Taiwanese corporations make investment or exercise M&A with Japanese corporations. Japanese public entities such as Japan External Trade Organization (JETRO) provide support for investments by Asian corporations including Taiwanese corporations toward Japanese market. In addition, though it is not a new phenomenon that Taiwanese corporations run their business in Japanese market, Taiwanese government recently puts more effort on encouraging Taiwanese corporations to launch business in Japan by establishing subsidiaries. Export to Japanese Market is also ranks as the fourth among Taiwanese exportation to foreign countries. In this sense, business relationships and corporate investments between Taiwanese corporations and Japanese corporations are never less important in recent years and in the future. It is more than helpful that Taiwanese legal practitioners have knowledge on Japanese commercial laws such as corporate laws, labor laws and securities law in order to understand the procedure occurring in Japan and to give the best advice to the chief officers of your client Taiwanese company. The knowledge on Japanese commercial laws also enables Taiwanese lawyers to have efficient and smooth communications with collaborating Japanese lawyers. In addition, understanding of the commerce related laws gives advantage on Taiwanese practitioners even when they give legal advice to Japanese corporations doing business in Taiwan under Taiwanese law, since by knowing the difference and similarity of laws in the two country, they are better to explain Taiwanese law to Japanese. This course first provides lectures on the whole structure of Companies Act (kaisha ho 会社法), together with the important rules under the Financial Instruments and Exchange Act (kin-yu shohin torihiki ho金融商品取引法). Companies Act covers all the rules related to stock corporations and reorganization of corporate structures. Since the huge amendment in 2005, the Companies Act continues to have significant amendments, latest of which is the amendment in 2014. Since the changes in case laws and statutes are most rapid in corporate law areas and it is inevitable for practitioners to know the latest information, this course offers the lecture on the latest amendments on corporate governance and up-to-date development of court cases. The course uses English translation of Companies Act and gives understandings of interpretation of provisions and remarkable court cases. Since Japan is a civil law country like Taiwan and statutes plays the central role, students will be able to capture the whole picture of Companies Act at the end of this course. In the last couple of sessions, this course provides lecture on the essential rules under labor laws. It will focus on the most important rules under labor laws, employment contract (rodo keiyaku 労働契約), rules of employment (shugyo kisoku 就業規則), changes in employment condition (rodo joken henko 労働条件変更) discharge (kaiko 解雇) and other reasons of employment termination.  Course Goals By the end of the course, students will have the sufficient understanding of Japanese Companies Act and the basic of Labor related laws.  Contents of Class In the three-fourth of the course, the lecturer will mainly introduce the Companies Act. The lecture will cover the latest amendment of Companies Act in 2014 and recent case development as well as explaining the real practice of M&A using examples. Students will be assigned case translated in English and are required to introduce the assigned cases in the class. The lecturer will introduce the basic of Financial Instruments and Exchange Act (金融商品取引法) which corporations are required to follow in specific occasions such as issuance and acquisition of shares of listing companies. In the last one-fourth of the course, the lecturer will first provid

 Language This is an English-taught course. Students need to discuss and answer questions in English. Therefore, sufficient English ability is necessary. Ability to use some level of Japanese would be helpful for students to understand the contents better, but not necessary.  Prior Study Not required.  Student Background Taiwan and Japan have a strong economic relationship over decades and students will encounter quite a lots of business transactions and disputes between Taiwanese entities and Japanese entities once they start practice in law firms or corporations. Understanding of laws related to business in Japan, such as Companies Act, labor laws and securities laws will help students to get into such practice areas as practitioners. This class expects students who would like to practice business transactions involving Japanese corporations.

 Attendance 20%  Class Participation and Discussion 20%  Final Exam 60%

• Companies Act
• Labor laws

The lecturer will provide cases and articles before each class.

地點

Office of Prof. Naoko Akimoto

時間

Tuesday 13:00-15:00

聯絡方式

Please send email and make appointment naokoakimoto@nctu.edu.tw