Directors’ duty of care, diligence and skill : a comparative study of Japanese and Canadian law
Bibliographic record
Abstract
Most of the powers of the modern corporation are vested not in the general meeting, but in the Board of Directors. It is therefore important to see whether these powers are properly controlled. Both Canadian and Japanese company law adopt a similar view on the allocation of the administration and control between directors and shareholders. In addition, directors have two kinds of duties: duties of care, skill and diligence; and fiduciary duties. However, there are important contrasts between the development of directors' duties in Canada and in Japan. In Canada, the common law has not been nearly as effective in developing a managerial duty and skill as it has been in the elaboration and enlargement of fiduciary duties. There are few cases where directors have been found liable for breach of a duty of care, diligence and skill. Conversely, there are numerous instances in Japanese law where directors have been found liable. This paper compares and contrasts Japanese and Canadian law regarding directors' liability for mismanagement and negligence in the performance of their duties. It is suggested that there are two principal reasons for the differences between Canadian and Japanese principles: one is whether or not directors owe a duty to third parties rather than simply to the company; the other is the strictness of the standards of care, diligence and skill which are owed by directors. By comparing Canadian and Japanese law, it is intended not only to point out differences but also to suggest possible ways which encourage directors to increase their care, diligence and skill in performing their duties.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.003 | 0.010 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.001 | 0.001 |
| Bibliometrics | 0.008 | 0.017 |
| Science and technology studies | 0.013 | 0.004 |
| Scholarly communication | 0.005 | 0.002 |
| Open science | 0.001 | 0.002 |
| Research integrity | 0.001 | 0.001 |
| Insufficient payload (model declined to judge) | 0.005 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".