The 2002 Reform Of The Management Of Large Corporations In Japan

Japan's 2002 reforms to the Commercial Code have been widely touted as introducing US-style corporate governance to Japan in the form of corporate officers and committee structures for large corporations. This article argues that these reforms have three apparent problems: (i) they are optional and do not provide the managerial or market incentives necessary to make managers choose the new corporate model; (ii) they fail to provide clear direction for corporate managers because they offer two new, conflicting, corporate models; and (iii) even if adopted, the new corporate models are changes in form, rather than in corporate governance practice. Nevertheless, the article argues that if we compare the Japanese reforms with their English, rather than US, counterparts, we can see that the optional nature of the reform may cause Japanese managers to 'run the race': although the reforms may lack a clear direction, the market may unify around one corporate model that does not depend on independent directors.

Japanese corporate governance and managerial practice is at a critical juncture. At the start of the decade pressures mounted for Japan to move to a shareholder-value driven, 'Anglo-American' system of corporate governance. Subsequent changes, however, may be seen as an adjustment and renewal of the post-war model of the Japanese firm. In adapting to global corporate governance standards, Japanese managers have also been reshaping them according to their own agenda of reform and restructuring of decision-making processes. The board's role is seen in terms of strategic planning rather than monitoring, and external directors are viewed as advisers, not as representatives of the shareholders. Managers have adopted a variety of defences against hostile takeovers, including poison pills in some cases. Although shareholder influence is more extensive than it was, central aspects of the Japanese 'community firm' remain in place. The commitment to stable or 'lifetime' employment for a core of employees, although coming under severe pressure, is still an important point of reference for Japanese management. Corporate Governance and Managerial Reform in Japan is based on detailed and intensive field work in large Japanese companies and interviews with investors, civil servants, and policy makers in the period following the adoption of significant corporate law reforms in the early 2000s up to the months just before the global financial crisis of 2008. The Japanese experience suggests that there are limits to the global convergence of company law systems, and that the widespread association of Anglo-American practices with the 'modernization' of corporate governance has been misplaced. This conclusion is unlikely to be altered - it may be reinforced - by reactions to the financial crisis.

After sweeping all before it in the 1980s, 'Japanese management' ran into trouble in the 1990s, especially in the high-tech industries, prompting many to declare it had outlived its usefulness. From the late 1990s leading companies embarked on wide-ranging reforms designed to restore their entrepreneurial vigour. For some, this spelled the end of Japanese management; for others, little had changed. From the perspective of the community firm, Inagami and Whittaker examine changes to employment practices, corporate governance and management priorities, in this 2005 book, drawing on a rich combination of survey data and an in-depth study of Hitachi, Japan's leading general electric company and enterprise group. They find change and continuity, the emergence of a 'reformed model', but not the demise of the community firm. The model addresses both economic vitality and social fairness, within limits. This book offers unique insights into changes in Japanese management, corporations and society.

Japanese management is currently considered to be in crisis. This book analyzes the degree to which the Japanese management model is changing, in order to regain its competitiveness. It brings together up-to-date research on this important topic by a number of the best known American, Asian and European scholars of Japanese management. A broad variety of management areas such as strategy, corporate governance, globalization, organization, finance, HRM, production, innovation, organizational learning and retailing is covered.

'Innovation and Change in Japanese Management' shows which transformation processes and changes can be observed in Japanese companies in reaction to the economic challenges of the past decade. The book presents new research results and investigates the variety of changes that Japanese corporations and managers have experienced in recent years.

Now in its fourth edition, Principles of Contemporary Corporate Governance offers comprehensive coverage of the key topics and emerging themes in private sector corporate governance. It explains both the principles of corporate governance systems and their real-world application in an authoritative and engaging manner. This fully revised and updated text has four parts: basic concepts, board structures and company officers; corporate governance in Australia; corporate governance in international and global contexts; and shareholder activism and business ethics. The coverage of international contexts includes sections on the US, the UK, Canada, South Africa, the EU, the OECD, Germany, Japan, China and Indonesia, plus new sections on New Zealand and India. A new chapter on business ethics and corporate governance presents contemporary discussions on the topic and explores some of the broader legal issues. Principles of Contemporary Corporate Governance is an indispensable resource for business and law students, academic researchers and practitioners

Scandals and failures in some of the best known international Japanese-owned companies have shown that there is sometimes a considerable difference between the public and internal narratives of Japanese firms. This book explores the extent to which Japanese firms’ public claims reflect wider reality. Exploring how and why corporate narrative-management is ‘accepted’ or ‘rejected’ by external and internal audiences in Japan, the book clarifies what narrative-management means for Japanese organizations. It argues that the role of narrative-management has become much more prevalent in Japan in recent years, but that it does not serve quite the same role as it does in the Western environments where the theory and practice first emerged. The author presents interview-based case studies within four very different large Japanese organisations, all of which have deployed and loudly announced new restructuring plans based largely on Western models of corporate ‘best practice’. The book aims to describe and account for these Japanese corporate narratives, and asks what they are, why they are deployed and who believes in them. As the first narrative-related work in the Japanese context, this volume provides an insight into the development of Japanese narrative-management. It will appeal to students and scholars of Japanese Business, International Business and Organizational Studies.

Following the burst of the “economic bubble” in the 1990s, many Japanese companies were required to reform their management systems. Changes in corporate governance were widely discussed during that decade in studies on “Japanese management.” These discussions have resulted in little progress, however, since Americanization became the dominant discourse concerning governance and the management system. There have been few studies conducted from an academic point of view on the internal aspects of organizations that practice traditional Japanese management theory. This book examines how, and the degree to which, the development of market principles accompanying the advances of globalization has affected the traditional Japanese system. It focuses on four aspects of corporate management: management institutions, strategy, organization, and human resource management. The aggregation of the new management system in Japanese companies is regarded as a distinctive Japanese-style system of management. With emphasis on these four aspects, research was conducted on the basic structure of that system, following changes in the market, technology, and society. Further, specific functions of the basic structure of the Japanese-style management system were studied. Those findings are included here, along with a discussion and analysis of the direction of future changes.

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.

Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commiss