ACGA’s response to proposed revisions to Japan's Corporate Law (MOJ Consultation)

2026-05-22

On 22 May 2026, ACGA submitted comments to the Ministry of Justice of Japan (MOJ) on the proposed revisions to Japan’s Corporate Law, published for public consultation on 2 April 2026. Our submission addressed proposals on free share grants, stock grants for subsidiary acquisitions, in-kind contributions, virtual shareholder meetings, beneficial shareholder identification, cash-out procedures, shareholder proposal rights, the role of nominating and compensation committees, and the streamlining of business and securities reports.

We emphasised the need for strong minority shareholder protections, particularly in cash-out regimes, in-kind contributions, and shareholder proposals. ACGA recommends greater shareholder oversight, such as voting on share grants without consideration. In addition, we advocate for hybrid meetings over virtual-only formats and oppose the suspension of voting rights for beneficial shareholders due to risks of misuse and disenfranchisement. These recommendations seek to protect investor confidence while advancing Japan’s corporate governance. The full response can be found here.

If you have any questions about our submission, please feel free to contact our Head of Research and Advocacy, Dr Helena Fung, at helena@acga-asia.org.