Alan K Koh

Alan K. Koh is a Research Associate at the Centre for Asian Legal Studies, Faculty of Law, National University of Singapore. A multilingual Asian jurist, his research focuses on comparative corporate law in Asia with special emphasis on Singapore and Japan. His work is published in journals including the American Journal of Comparative Law, Modern Law Review, Law Quarterly Review, Journal of Corporate Law Studies, Lloyd’s Maritime and Commercial Law Quarterly, and Asian Journal of Comparative Law. His sole-authored monograph comparing shareholder withdrawal in four jurisdictions, Shareholder Protection in Close Corporations, will be published by Cambridge University Press.

Designation: Centre for Asian Legal Studies, National University of Singapore, Faculty of Law
Institution: Centre for Asian Legal Studies, National University of Singapore, Faculty of Law
Paper: Shareholder Protection in Close Corporations and the Curious Case of Japan
Abstract: Oppressed, outvoted, and outgunned minority shareholders have an obvious solution: vote with their feet, sell their shares, and leave the company. But this ‘Wall Street walk’ is not available to close corporation (CC) shareholders who have no market for their shares. Legal solutions enabling shareholders to voluntarily exit companies with their capital such as the oppression remedy in US and Anglo-Commonwealth corporate law – ‘withdrawal remedies’ – are thus vital in CCs. However, until relatively recently, shareholders in Japan’s CCs had no access to legal withdrawal, as neither of Japan’s then-dominant CC forms offered it. Canvassing historical and modern developments, this Paper offers the first comprehensive account of withdrawal remedies in Japan in the English-language literature. First, by revealing how shareholders in Japan historically responded to withdrawal's absence, I show how Japan’s experience powerfully demonstrates the importance of withdrawal remedies in practice. Second, the Paper analyses a crucial modern development: Japan's first CC withdrawal regime, introduced by the Companies Act of 2005 together with and for a new CC form, Gōdō Kaisha (GK). By examining various challenges faced by the new GK withdrawal regime, I show how it has yet to live up to its potential as an integral part of the corporate law landscape in Japan, and how Japan serves as an instructive example of the pitfalls of designing withdrawal remedies.