Corporate Governance In The 21st Century

‘Corporate Governance in the 21st Century is a very useful addition to the literature on corporate governance in Japan. It is worth reading simply because it updates many of the ongoing issues – such as adoptions of takeover defenses, appointments of independent directors, and increases in foreign direct investment. It is also useful because it examines corporate governance from the perspectives of business as well as law. Furthermore, it provides the beginnings of a framework through which to understand the process of gradual transformation.’
– Christina L. Ahmadjian, Journal of Japanese Studies

‘An invaluable set of resources for everyone with an interest in corporate governance in Japan. Covering both basic information and recent developments, the collection provides readers with an excellent survey of the complexity of modern corporate governance and its legal setting. . . in Japan.’
– Hideki Kanda, University of Tokyo, Japan

‘The essays in this collection approach Japanese corporate governance in the 2000s from a variety of novel perspectives – novel in terms of subject matter, methodology, and points of comparison. The result is a comprehensive portrait of the current dynamics of change and stasis in the institutional environment for Japanese firms.’
– Curtis Milhaupt, Columbia Law School, US

The ‘lost decade’ of economic stagnation in Japan during the 1990s has become a ‘found decade’ for regulatory and institutional reform. Nowhere is this more evident than in corporate law. In 2005, for example, a spate of reforms to the Commercial Code culminated in the new Company Act, a statute promising greater organisational flexibility and shareholder empowerment for Japanese corporations competing in a more globalised economy. But does this new law herald a more ‘Americanised’ system of corporate governance? Has Japan embraced shareholder primacy over its traditional loyalty to other key stakeholders such as ‘main banks’, core employees, and partners within diffuse corporate (keiretsu) groups? This book argues that a more complex ‘gradual transformation’ is unfolding in Japan – a process evident in many other post-industrial economies.

The book brings together contributions from academics and practitioners from Japan, Australia, New Zealand, Canada and the United States. It includes chapters on comparative corporate governance theory and methodology, lifelong employment, the main bank system, board structures, and governance issues in small and medium-sized enterprises. The procedural, substantive and FDI policy dimensions of takeover law and practice are discussed, as well as empirical changes to corporate governance practices in large, publicly listed companies during the past twenty years.

The authors’ rich mix of national, disciplinary and professional backgrounds allows for a broad comparative perspective on developments in Japanese corporate governance. The book will be of great interest to scholars and students of law, business, political economy and Japanese studies, and will also appeal to corporate lawyers and policymakers.

Contents:

Preface

1. Introduction: Japan’s Gradual Transformation in Corporate Governance
Luke Nottage, Leon Wolff and Kent Anderson

2. Perspectives and Approaches: A Framework for Comparing Japanese Corporate Governance
Luke Nottage

3. The Death of Lifelong Employment in Japan?
Leon Wolff

4. Perverse Rescue in the Lost Decade: Main Banks in the Post-Bubble Era
Dan W. Puchniak

5. Corporate Governance and Closely-held Companies in Japan: The Untold Story
Tomoyo Matsui

6. Panacea or Placebo? An Empirical Analysis of the Effect of the Japanese Committee System Corporate Governance Law Reform
Peter Lawley

7. Streamlining the Market for Corporate Control: A Takeovers Panel for Japan?
Geread Dooley

8. Corporate Governance at the Coalface: Comparing Japan’s Complex Case Law on Hostile Takeovers and Defensive Measures
Mitsuhiro Kamiya and Tokutaka Ito

9. Open to Being Closed? Foreign Control and Adaptive Efficiency in Japanese Corporate Governance
Christopher Pokarier

10. Conclusions: Japan’s Largest Companies, Then and Now
Souichirou Kozuka

Bibliography

Index