Tokyo University 1S Modern and Law

Tokyo University 1S Class Selection
Overlapping with Tokyo University 1S Cybernetics
Lecture on 6/28
Individuals facing global companies: Which country’s law applies?
- Same discussion as Contract Law and International Uniformity FB (blu3mo)
- /rickshinmi/Facing Global Companies
- The purpose of this class is to understand the structure of society through law.
- What is Private International Law?
  - Assumption: Not only Japanese law, but also foreign law can be applied in Japanese courts.
  - Problem: Which country’s law applies? How do we determine it?
  - Private International Law is not the same as International Uniform Law (blu3mo)
    - (I just learned this recently)
    - For example, there is something called “Japanese Private International Law” within Japanese law, and Japanese courts can indirectly import foreign law by referring to it.
      - import usa.law.private(?)
        
        Well, it’s more like calling an API than importing (blu3mo)
      - That’s exactly what we’re talking about (rickshinmi)
- The professor disagrees with the argument that we should have International Uniform Law.
```
  - This is the same argument as [[Contract Law and International Uniformity FB]] (blu3mo)

  - This is new (blu3mo)
  - [[MEGs]] = Global companies
  - Examples of reinforcement:
      - The tendency to choose the law governing the contract based on the place of performance or the place of incorporation
      - However, MEGs can manipulate this to their advantage, so they can take advantage of more lenient laws in certain countries
          - If they can do legally questionable things in countries with lax laws
          - That's true (blu3mo)(blu3mo)
      - This has become one of the sources of MEGs' social power.
```
  - I’m thinking about connecting this to the discussion of software architecture (blu3mo)
    - Connection between law and software programs
Lecture on 6/7
- International application of laws of war
- Competition Law = International term for Antitrust Law
- Things we want to stop:
  - Competition restraint (cartels, etc.)
  - Exclusion of others (exclusive dealing, etc.)
  - Exploitation (abuse of dominant position)
  - Corporate mergers (mergers, acquisitions, etc.)
- Historical background
  - Phase 0:
    - Only applies to actors within one’s own country and affecting one’s own country
  - Phase 1: Effects doctrine
    - If there is an impact on one’s own country’s market, it is subject to regulation
  - Phase 2: Articulation of the definition of “one’s own market”
    - Our market = Market where demanders are located in our country
      - Implicitly established in the 2010s
    - So, when companies that sell products worldwide merge, they have to seek approval from regulatory authorities worldwide
      - There are practical limits to this, but to a certain extent
  - Phase 3:
- I would like to know more about the process in which researchers in law affect real events.
  - It seems that lawyers consult with researchers for theoretical perspectives.
    - I see, the intersection of theory and practice (blu3mo)
  - There is also involvement in formulating policies/laws at government offices.
Lecture ?. 5/31
- “Do companies exist for the sake of SDGs?”- As seen in the news, countries are currently making efforts to achieve the United Nations’ Sustainable Development Goals. It is believed that not only governments but also companies play a major role in these efforts. However, instead of simply cooperating with the SDGs in accordance with government regulations, companies themselves may consider that their purpose extends beyond the interests of shareholders. The concept of corporate activities for the benefit of society may contradict the current discipline of companies. This course aims to explore the relationship between traditional concepts of corporate law and issues related to the environment and human rights.
It is groundbreaking that companies, rather than governments, are aiming for such social good. It is unclear what logic underlies this responsibility. (Although marketing motives are understandable, it seems to go beyond that.)
As a premise, company law is a system for returning profits to shareholders. Therefore, it is difficult to consider social responsibility based on law alone.
The concept of business “social responsibility”:
- During the Cold War, the government played a major role in social responsibility.
  - According to Milton Friedman, companies did not need to consider distribution to reduce inequality; their focus was on increasing profits.
- Subsequently, the trend shifted towards smaller governments, leading to increased inequality.
  - The responsibility of “distribution through companies” became more emphasized.
It is a very challenging problem to determine how companies should handle the ambiguous concept of “social responsibility” that is not defined by law.
- Proposal A: Should management be disciplined through proposals and monitoring by shareholders and investors, using the duty of care and loyalty to shareholders?
- Proposal B: Should management be disciplined by strengthening administrative regulations and imposing compliance obligations on companies?
Lecture 3:
- Capturing the profits of GAFA (Google, Apple, Facebook, Amazon):
  - Huge IT companies have expanded globally and are earning enormous profits without establishing physical bases in the countries where their users are located. As a result, there is a need to review international tax rules. Let’s discuss how to approach the desirable formation of rules while conveying the current state of intense international negotiations between countries.
Discussion on tax law:
- Premise:
  - The economy is global.
    - What makes the economy global? Perhaps it refers to the fact that the market scope of each business is global.
  - Taxation is local.
    - What makes taxation local? Perhaps it refers to the fact that it is limited to companies with local bases. The rules are determined by the laws established by the country’s representatives.
  - This mismatch is causing various problems.
It is not that every country wants to impose taxes.
- Countries like Singapore and Ireland have lowered taxes.
- There is a competition to attract companies by lowering taxes, known as “tax competition.”
- (By the way, this is not happening in terms of antitrust law.)
  - In other words, there is no incentive for companies to come by saying, “We have relaxed antitrust laws, so come here.”
  - What is the difference?
    - Antitrust law targets the business of companies, not their bases.
    - There is no incentive to attract the business of companies (rather than their bases).
The current problem is that “Big Tech” companies are earning huge profits from markets without having physical bases.
- They cannot be taxed because they do not have bases, even though they are benefiting from the markets.
- Proposal 3: Therefore, it is argued that new taxing rights should be given to market jurisdictions.
  - This may be different from tariffs. It suggests the need for additional measures to address businesses conducted over the internet, which cannot be covered by tariffs.- Internet, is it dangerous? (blu3mo)
Taxation, if a country has incentives to do it, they should do it, or they can do it on their own, right? (blu3mo)
- I don’t really understand the point of discussing how things should be. (blu3mo)
Because it involves multiple countries, it requires negotiations between nations. (blu3mo)
- While the right to tax belongs to sovereign countries, political reasons require discussions due to conflicting interests. That’s how I see it.
- In this kind of negotiation, there is an argument that we should agree to recognize new taxation rights by the market country.
Protocol Abstracting Laws of Multiple Countries
Lecture 1
- We will talk about how people who work or study using Law view things.
- Oh, that sounds interesting. (blu3mo)
- Why Study Law, Part 2
- What is Law?
  - Idea 1: Law is the subject of study
    - Analyzing the law itself, which governs the world of rules.
  - Idea 2: Law is a perspective for analyzing study
    - Viewing the world through the lens of law.
    - Just like economics views the world through economic theory, law views the world through law.
  - It’s not just idea 1, but there’s also idea 2, right? (blu3mo)
    - Legal scholars don’t just deal with the law, but through it, they see the world itself.
    - In that sense, it is connected to other academic fields.
- Law comes in various forms.
  - Domestic law / International law
  - Legislative law / Customary law
  - Analyzing various rules-like things.
    - People tend to imagine “written laws of a country,” but there are many other things too. That’s what I’m saying. (blu3mo)
- Objective law and subjective law
  - Law has two meanings.
  - This distinction is interesting in terms of how we perceive things.
  - Objective law
    - Sources of law = the form in which law exists.
    - There are various sources of law.
      - In the case of Japanese law,
        
        Constitution: “Established by the Japanese people.”
        
        Laws: Enacted by the National Diet.
        
        Cabinet Orders / Ministerial Orders: Enacted by administrative agencies.
      - By considering these sources of law, we can clarify the hierarchy of laws themselves.
        
        Constitution > Laws > Cabinet Orders, for example.
        
        Is this order prescribed by the Constitution? (blu3mo)
        
        But can’t we rely on the Constitution as the basis for the hierarchy of Constitution > Laws?
        
        We need to go to a higher layer. (blu3mo)
        
        Does the justification for why the Constitution is superior come from the sources of law? (blu3mo)
  - Subjective law
Orientation
- It seems like this class is aimed at helping students understand that there is a wide range of research beyond what legal professionals deal with (such as criminal law and civil law).

Shutaro Aoyama

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Tokyo University 1S Modern and Law

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