2016, Vol., No.17

Journal of International Business Transactions Law 2023 KCI Impact Factor : 0.31

pISSN : 2982-5903 / eISSN : 2982-5946
https://journal.kci.go.kr/IBT

Set-off is a legal institution that the obligations of two debtors, each of whom is the creditor of the other, are extinguished or can be extinguished under certain circumstances. Some legal system understands set-off as a matter of procedural law, others acknowledge it as a matter of substantive law. In some legal systems, set-off occurs automatically, while others require a declaration of set-off to the other party. If one obligation (whose creditor is X) is governed by A’s law and the other (whose creditor is Y) by B’s law and X declares set-off to Y, which law shall be applied to set-off of these obligations is the issue. Is A’s law of the active claim of X or B’s law of the passive claim of Y? Firstly in this article, the present state of Japanese law is described as objectively as possible. Secondly, the author personal view is explained. Finally, why the law governing the passive claim doctrine became the majority view in Japanese law is discussed. This article concludes that the law governing the passive claim doctrine is the majority view on the question of the law governing legal set-offs in Japan, and in cases where the law governing the set-off is at issue before a Japanese court, one should construe that the law governing the passive claim will be applied.

The article mainly introduces the features of China’s maritime procedural law. It focuses on maritime procedural issues such as China’s maritime courts system, the jurisdiction of China’s maritime courts, the maritime preservative measures, the maritime injunction, the service of legal documents, the appeal to higher courts, the enforcement of maritime courts’ judgments. At the end, it comments on the current discussions about reforming China’s maritime procedural system.

Shareholder activism means exercising shareholder rights actively to enhance shareholder value. The most active form of shareholder activism is hedge fund shareholder activism (hereinafter “hedge fund activism”). Hedge fund activism emerged in the United States in the late 1980s and spread to Europe. Thereafter Japan became the third main site of hedge fund activism during the 2000s. Since the objective of hedge fund activism is to enhance shareholder value, when activist hedge funds were active in the 2000s, the efficiency of Japanese firms in theory should have increased, but the reality showed it did not. After discussing certain representative activist hedge funds in Japan, this paper analyzed the reasons that activist hedge funds did not succeed in Japan in relation to some characteristics of Japanese corporate governance such as cross-shareholding and Internalism. This paper also examined the recent trends in cross-shareholding and the changes of supervisory function of the board of directors. The contents of Japanese Company Law and the Korean Company Law are quite similar, and certain Japanese characteristics such as conglomerate(zaibatsu), enterprise group, cross-shareholding are also present in Korea. Therefore, it would be meaningful to examine the characteristics of Japanese corporate governance and the outcome of hedge fund activism in Japan.