What gives this compilation of essays on corporate governance and managerial practice in Japan a leg up over other scholarly tomes expounding a similar theme is the extensive and in-depth groundwork conducted with corporate stakeholders—from managers, CEOs, investors, civil servants and policy makers—during a crucial period in Japan’s corporate history: The early 2000s up to the months just before the global credit fallout of 2008.
At around the turn of the millennium, major legal reforms took place relating to takeover bids, and securities laws were amended to formalize the conditions for tender offers. Bold bids hitherto unheard of in Japan were made by foreign activist funds such as Steel Partners in the Bull-Dog Sauce case, Livedoor’s Takafumi Horie in his gambit for Nippon Broadcasting System and by 2008, the code of restraint inhibiting business strategy takeovers was breaking down, notes an article entitled “Japan’s Conversion to Investor Capitalism.” This was spectacularly demonstrated by the attempted hostile takeover of Hokuetsu Paper by another paper company, Oji Paper.
The 10 pithy essays in this book effectively cover in detail all major events in Japanese corporate history—such as those cited above—that are used as yardsticks of corporate governance today, making it an invaluable resource for newcomers to the Japanese market, or veterans seeking analysis of recent events. In a chapter entitled “Change and Continuity in Managerial Practice at Listed Companies in Japan” insights from the inside are unveiled, collected via interviews with senior managers from 20 companies—most of which were visited at least twice—from a range of manufacturing, services and financial sectors.
Other pertinent topics, all backed by surveys of latest developments in Japanese corporate governance and reference to material not often available in English, include “Foreign Investors and Corporate Governance in Japan,” “Whose Company Is It? Changing CEO Ideology in Japan” and “Takeovers and Corporate Governance: Three Years of Tensions.”
In its entirety, the book suggests that the Japanese experience shows 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. And according to the publishers, it seems this conclusion is unlikely to be altered—it may be reinforced—by reactions to the financial crisis.
“Corporate Governance and Managerial Reform in Japan,” published by Oxford University Press, is available at: www.oupjapan.co.jp