Document Type

Article

Disciplines

International Law

Abstract

Outside directors are pervasive and represent one of the core aspects of good governance under the U.S. corporate model. However, Japan has recently gone through extensive corporate governance reforms which include increased roles for outside directors. This has raised questions regarding how to regulate the liability for these directors. This paper will review the concept of outside directors in order to facilitate better understanding of regulatory reforms in Japan. This paper will then examine the topic in the US. context and compare the major features of the phenomenon in Japan and the U.S. Finally, this paper will conclude by evaluating the implications of this analysis.

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