A Lost Decade for Corporate Governance? What’s Changed, What Hasn’t, and Why
AbstractAnalysis of Japanese corporate law reveals a striking amount of formal institutional change in the past ten years, occurring at an ever-accelerating pace. This feature of law reform can be traced to a heightened awareness of the organizational straightjacket imposed on Japanese firms by the Commercial Code, and to a more competitive and market-responsive environment for the production of corporate law. It has been a “sea change decade” for Japanese corporate law. Yet it has been an ambiguous decade for Japanese corporate practices. Signs of change in response to the new institutional environment can be found in the areas of shareholder activism, corporate mergers and acquisitions and other organizational changes, board structure, and corporate finance. At the same time, however, domestic institutional investors remain passive, management remains largely insulated from the market for corporate control, and “lifetime” employment practices, while covering a shrinking subset of the Japanese workforce, remain firmly in place. This paper accounts for the observed pattern of change and non-change by analyzing the political economy of corporate law reform, the complementarities at work between corporate law and other institutions, and the relationship between corporate law and corporate governance. Ultimately, corporate law bears only a limited relationship to corporate governance. Changes in corporate practices are brought about by dynamics external to the formal corporate governance institutions. Thus, the sea change in Japanese corporate governance must await further changes in the distribution of shareholders, in the capital markets, and in the incentive structures for management, and the further erosion of corporate norms that promote employee and managerial interests over shareholder interests.
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Bibliographic InfoPaper provided by The European Institute of Japanese Studies in its series EIJS Working Paper Series with number 202.
Length: 35 pages
Date of creation: 01 Sep 2004
Date of revision:
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Postal: The European Institute of Japanese Studies, Stockholm School of Economics, P.O. Box 6501, 113 83 Stockholm, Sweden
Web page: http://www.hhs.se/eijs/
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Japan; corporate law; commercial code; corporate mergers; shareholder activism; board structure; outside directors; corporate finance; corporate governance; shareholder derivative suits; board of auditors; stock options.;
Find related papers by JEL classification:
- G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
- G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
- P16 - Economic Systems - - Capitalist Systems - - - Political Economy of Capitalism
This paper has been announced in the following NEP Reports:
- NEP-ACC-2004-10-21 (Accounting & Auditing)
- NEP-ALL-2004-10-21 (All new papers)
- NEP-HIS-2004-10-21 (Business, Economic & Financial History)
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
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