Dear Colleague

We would like to invite you to the next DIJ Business & Economics Study Group
of the German Institute for
Japanese Studies (DIJ).

It will take place on

Tuesday, July 19th, 2016, 18:30 - 19:30

at the German Institute for Japanese Studies.
(For a map refer to http://www.dijtokyo.org/access).

Our speakers will be

Michael PFEIFER (Goethe University Frankfurt)

He will offer a presentation on:

"Corporate governance regulation by comply-or-explain as seen from soft law
and self regulation"

Regulation of corporate governance can be described as a multi-layered
system consisting of (hard) law legislature, industry self regulation and
influence by other actors such as institutional investors.

While soft law in general and corporate governance codes in particular are
regarded to have an enormous effect on the way corporate law is shaped
around the world, the legitimacy of state induced self regulation and its
handling in practice faced grave concerns and discussion in the German legal
context. In the meanwhile, Japan has witnessed an expansion of soft law into
the realms of corporate law regulation during the past decade that cumulated
in the recent introduction of rules subject to the so called
“comply-or-explain” mechanism on all three regulatory levels: The new Art.
327:2 of the Companies Act 2015 regarding the implementation of an outside
director, Japan’s Corporate Governance Code that became part of the Tokyo
Stock Exchange’s Securities Listing Regulations on 1 June 2015 and the
Stewardship Code for institutional investors published by the Financial
Securities Agency in 2014. All three reforms may be considered soft in a
sense that they lack a final imperative, as companies and investors
addressed may deviate from those rules if they disclose their reason for
doing so. Although the respective provisions look similar on the outset,
each may play out in a different way as the “explain” element is linked with
different enforcement strategies.

In this talk, I focus on theoretical aspects of the comply-or-explain
mechanism and soft law in general as well as the purpose this new type of
rules are supposed to play in Japanese corporate governance regulation. On a
more abstract level, I aim at contributing to the question on the conditions
for successful self regulation by drawing from insights of both the German
and Japanese debate.

Michael Pfeifer is a doctoral candidate and research associate at Goethe
University Frankfurt as well as a scholarship holder at the DIJ. He
graduated from Bucerius Law School in Hamburg and underwent legal training
in Hamburg, Düsseldorf and Tokyo.

The presentation will be given in English.

Everybody is welcome to attend, but we appreciate if you register by
e-mail busi.econ-studygroup@dijtokyo.org any time before the event.