The Transformations of Japanese Corporate Governance and Investor Activism
A UCL Centre for Ethics & Law webinar
About this webinar
Japan's capital market has undergone dramatic structural changes in recent years. Institutional investors, particularly foreign ones, have been at the centre of these changes. In response to these changes, a series of 'soft law market rules' have been introduced since the 2014 Stewardship Code, significantly transforming the corporate governance of Japanese companies. For example, shareholder activism has surged, and since around 2020, Japan has ranked second in the world after the United States in terms of the number of activist interventions.
Against this backdrop, this paper examines the 'substance' of the 'transformation of corporate governance' in Japan, based on various data, and considers the role played by soft law market rules, particularly the Stewardship Code.
Japan's Stewardship Code was revised again in June 2025. This paper outlines the key points of this revision, taking into account previous changes, and discusses the future outlook. It also compares the Japanese Stewardship Code with the UK Stewardship Code, clarifying the unique features of the Japanese code.
Furthermore, using the example of a Japanese company, this paper examines the circumstances in which it is possible to achieve both 'social activities of companies' and 'enhancement of corporate value' through engagement between investors and companies.
The speaker:
Hiroyuki Watanabe is an Affiliate Academic at University College London (UCL) and a Professor of Law in Japan. His research areas include corporate law, securities law, financial law and trusts law. He is currently interested in fundamental structural changes to capital markets and corporate governance in Japan, including takeovers, shareholder activism, investor stewardship and multi-stakeholderism.
He is the co-author of Comparative Company Law: A Case-Based Approach (2nd edition, Hart Publishing, 2018). Edited by Mathias Siems (European University Institute) and David Cabrelli (University of Edinburgh), the book's other co-authors include Pierre-Henri Conac (University of Luxembourg), Gordon Smith (Brigham Young University), Martin Gelter (Fordham University), Marco Ventoruzzo (Bocconi University), and Irene-Marie Esser (University of Glasgow).
He has published numerous articles in Japanese and English on corporate, securities, finance, and trusts law.
https://papers.ssrn.com/sol3/cf_dev/AbsByAuth.cfm?per_id=810174
After completing the Master's Programme in Law and Politics at the University of Tokyo, he was appointed as an Associate Professor at the Faculty of Law at Waseda University while conducting his doctoral research. He then worked as an associate professor from 2003 to 2009 and as a professor from 2009 to 2021 at Waseda University. From 2006 to 2008, he also worked as a visiting associate professor at the University of Tokyo.
Since 2022, he has been a visiting scholar in the UK (at the universities of Oxford, London, and UCL), while working at the Centre for Business and Finance at Waseda University. He has visiting links with several other universities and institutions, including the University of Luxembourg, the University of Geneva, the University of Edinburgh, and the Max Planck Institute for Comparative and International Private Law.
The discussants:
Claire Altman, Director of Origination, Standard Life
Claire is Director of Origination at Standard Life. Having studied law at Cambridge and qualifying into the legal profession, Claire became a partner at specialist pensions law firm Sacker & Partners in 2006 advising employers, trustees and providers.
Claire left legal practice and joined Standard Life in September 2021 to establish a new retirement income business, launching individual annuity products and smoothed funds. This was prompted by the growth in defined contribution savings after the success of auto enrolment and the need to offer solutions that met retirees' need for certainty as well as flexibility in retirement.
From July 2025 her role has encompassed bulk annuities where high levels of pension scheme funding are acting as a catalyst for a large number of them wanting to transfer responsibility for their liabilities and associated assets to life companies. Schemes are rightly concerned by stewardship of life companies of those assets and this is ultimately reflected in their choice of bulk annuity provider.
Professor Paul Davies, Emeritus Fellow, Jesus College, University of Oxford
Paul Davies is Emeritus Fellow of Jesus College Oxford and was formerly the Allen & Overy Emeritus Professor of Corporate Law in the faculty of Law at the University. He was educated at the Universities of Oxford (MA), London (LLM) and Yale (LLM). He was elected a Fellow of the British Academy in 2000, an honorary Queen's Counsel in 2006 and an honorary Bencher of Gray's Inn in 2007. He is a deputy chairman of the Central Arbitration Committee.
His first teaching job was as Lecturer in Law at the University of Warwick (1969-1973). Then he was elected Fellow and Tutor in Law at Balliol College Oxford and successively CUF Lecturer, Reader and Professor in the Faculty. Between 1998 and 2009 he was the Cassel Professor of Commercial Law at the London School of Economics and Political Science. He has published extensively in corporate law and governance and is the renowned author of Gower & Davies’ Principles of Company Law.
Professor Irene-marie Esser, University of Glasgow
Irene-marié Esser is a Professor of Corporate Law and Governance in the School of Law at the University of Glasgow and Subject-Head of Commercial Law. She is a fellow of the Academy of Social Sciences. She is also Dean of the Graduate School, College of Social Sciences. She is a Senior Advisor at the Centre of Corporate Governance, Institute of Directors in the UK. Since 2020 she is an Extraordinary Professor at Stellenbosch University, South Africa and also a Visiting Professor at the National Law University Jodhpur, India. She was admitted as an Attorney of the High Court of South Africa in 2005.
Her research spans doctrinal and empirical approaches, covering the UK, EU and South Africa in the field of corporate governance, company law and corporate social responsibility. Professor Esser acted as an External Consultant to the King IV Committee on Corporate Governance in South Africa. Reference has been made to her work in the King IV Report on Corporate Governance following her inclusive stakeholder protection approach. She was the Company Law Convener for the UK Society of Legal Scholars for 3 years, until 2021. Professor Esser has developed and presented a course at the University of Johannesburg on Board Governance since 2009, accredited by the IoDSA. She is on the editorial board of the European Business Law Review.
https://www.gla.ac.uk/schools/law/staff/irene-marieesser/#
Dr Dionysia Katelouzou, Associate Professor (Reader in Corporate Law and Corporate Governance), King’s College London
Dionysia Katelouzou is a Reader in Corporate Law and Governance at The Dickson Poon School of Law, King’s College London, where she has been a faculty member since 2013. She holds a PhD and LLM (First Class) from the University of Cambridge and an LLB (summa cum laude) from the University of Athens. She is a Research Associate at the Centre for Business Research at Cambridge, a Research Member of the European Corporate Governance Institute, and a member of the Athens Bar. Her academic career includes visiting positions at the University of Pennsylvania Law School and the Institute of Advanced Legal Studies, London.
Dr Katelouzou leads the Global Investor Stewardship Project, a cross-disciplinary initiative engaging over 150 members across 27 jurisdictions. Her research has attracted funding from the British Academy, ESRC, and the UK Financial Reporting Council, and has informed policy debates in the UK, Japan, and Greece. She has authored more than 30 publications and presented her work worldwide. Her scholarship has been recognised with several awards, including the British Academy Mid-Career Fellowship and the ECGI Prize for Best Law Working Paper (2020) for her co-authored article on the global diffusion of stewardship codes. She currently chairs the Corporate Governance Working Group of the City-Ukraine Hub and the Content Oversight Committee of StePs e.V., supporting high standards in corporate governance and stewardship.
This event will be chaired by Prof Iris H-Y Chiu, Professor of Corporate Law and Financial Regulation, UCL and Member of the Advisory Panel, Centre for Ethics and Law, UCL.
UCL's Centre for Ethics and Law promotes and enhances collaboration between corporates, practitioners, civil servants, academics and others around the broad themes of professional ethics and the ethics of risk
With its wide range of activities and events the centre creates a leading platform for the exchange of ideas and opportunities to analyse ethical dilemmas from a multi-disciplinary and practice oriented perspective.