Takamoto Suzuki


[extract] The liability of a director of a Limited Liability Company to a third party (under Yugen Kaisha Ho, Article 30-3) should be applied consistently with the interpretation of Commercial Code, Article 266-3 in spite of the fact that there are minor variations because of the special nature of Limited Liability Companies.

In this decision, in which the breach of a representative director’s duty to supervise was questioned, the immediate issue was that the neglect of duty by the director taking the action (it is unclear from the judgment whether B became a representative director before or after these transactions and note issuances) was based on bad faith and gross negligence.