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Nobuko Matsumoto
Faculty of Law ProfessorSpecialization / Company Law, Financial Instruments and Exchange Act

Nobuko Matsumoto
Faculty of Law ProfessorSpecialization / Company Law, Financial Instruments and Exchange Act
In recent years, expectations have grown regarding the role for-profit corporations should play in realizing public interest. The statement released in 2019 by the Business Roundtable, a group of CEOs in the United States, garnered significant attention as it omitted the traditional view that a company exists primarily to serve its shareholders and instead mentioned a "commitment to all stakeholders."
In a related context, you may have heard the term "social enterprise." A social enterprise refers to a company that aims not only to generate profit but also to pursue the public interest. As an example of a social enterprise framework, a type of legal entity called a "benefit corporation," introduced under the state laws of various U.S. states, requires the company to define specific public interest goals such as environmental conservation, support for small businesses, or child welfare as part of its corporate purpose. By adopting the benefit corporation structure, the company's management no longer needs to worry about shareholders complaining about the use of corporate resources to achieve those public interest goals. Additionally, in the "Community Interest Corporation (CIC)" type of entity introduced in the United Kingdom, there is a cap on the percentage of profits that can be distributed to shareholders as dividends, with the remaining portion intended to be used for the public interest purposes defined by each company.
In contrast, Japan does not have a special legal entity type designed specifically for social enterprises. However, I do not believe this necessarily means that Japanese companies are indifferent to public interest goals. It is possible that the need for a special legal entity type has not been recognized precisely because it has traditionally been considered natural for for-profit corporations in Japan to prioritize stakeholders.
While it is important for for-profit corporations to play a role in realizing public interest, if a company were to pursue public interest goals while completely disregarding shareholder interests, there is a risk that investors might ultimately hesitate to invest in the company. Although it is a difficult challenge, the relationship between for-profit corporations and the realization of public interest will likely become an increasingly important issue for consideration in the future.
*Affiliations and titles are as of the time of publication.