企業内文書の提出義務について

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The recent deplorable behavior of Japanese companies has tarnished their reputations and made their actions more conspicuous to the public. Even large well-known companies have admitted to significant errors in judgment. The common feature of these errors in judgment is the concealment of potentially reputation damaging information. As a result of attempting to conceal further this type of information, these companies have brought an even greater public scrutiny of their questionable actions.　Although a company must disclose its information properly under commercial and security law, or various regulations in ordinary times, the events which have recently appeared in the press have not been properly disclosed. In the event of litigation, a company must submit the necessary information such as producing pertinent documents to the case. Such information must be based on true fact. Among the various kinds of information a company keeps, one of the most reliable documents is the RINGISHO, which is a draft proposal endorsed by the concerned officials or executives of the company. Almost all Japanese companies use this document as a procedure for internal decision-making so that, when and if necessary, it can be easily submitted in court to substantiate the company's case.　Sometimes, however, a company is reluctant to submit the RINGISHO. Thus, the question is then whether or not a company is obliged to submit such a document. Various decisions have been rendered in the lower courts regarding this question. The Japanese Supreme Court made a final ruling in 1999. It determined that there was no need to submit clarifying documents unless the case involved special circumstances.　This paper analysis past court decisions and concludes that the Supreme Court decision should be criticized for two reasons. The first reason relates to the nature of RINGISHO and the second is due to the necessity of a viable social policy. Regarding the non-disclosure ruling, the major reason why the Supreme Court allows a company to avoid submitting RINGISHO is because it may impair the decision making process which in turn may hamper proper business operations. However, the reality of RINGISHO is that it is not for the process of decisionmaking but, rather, for the confirmation of internal decision making. The second issue particularly concerns Japanese industries in 2004 because of the emphasis on CSR (Corporate Social Responsibilities). It is no longer acceptable to sweep questionable activities under the rug. Therefore, a company in litigation should submit the necessary documents to make their in-house procedures more transparent which will in turn give the court more room to implement social responsibilities.　In conclusion, the courts should require the procurement of relevant documents such as RINGISHO with some exceptions such as trade secrets which can be eliminated by a private hearing in the judge's chamber (in camera). Making company procedures more transparent to the courts may lead to some problems in the short term but, in the long term, these companies will be able to compete more effectively in the global marketplace.
山形大学の論文
2005-02-15

企業内文書の提出義務について

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