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This book analyzes the modern trend in the Japanese M and A market. It reveals from different perspectives the process of convergence to a new monitoring model of the corporation: "the market for corporate control". The book contains a systematic survey of all relevant economic and legal information in this field. Analysis of 17 recent cases of hostile takeover is presented.
This is a reprint of a previously published work. It deals with japanese mergers and acquisitions which reached a zenith in the 1980s.
Does democracy control business, or does business control democracy? This study of how companies are bought and sold in four countries - France, Germany, Japan and the Netherlands - explores this fundamental question. It does so by examining variation in the rules of corporate control - specifically, whether hostile takeovers are allowed. Takeovers have high political stakes: they result in corporate reorganizations, layoffs and the unraveling of compromises between workers and managers. But the public rarely pays attention to issues of corporate control. As a result, political parties and legislatures are largely absent from this domain. Instead, organized managers get to make the rules, quietly drawing on their superior lobbying capacity and the deference of legislators. These tools, not campaign donations, are the true founts of managerial political influence.
Debates regarding corporate governance have become increasingly important in Japan as the post-war model of bank-based, stakeholder-oriented corporate governance faces the new pressures associated with globalization and growing investor demands for shareholder value. Bringing together a group of leading scholars from economics, law, sociology and management studies, this book looks at how the Japanese approach to corporate governance and the firm have changed in the post-bubble era. The contributions offer a unique empirical exploration of why and how Japanese firms are reshaping their corporate governance arrangements, leading to greater diversity among firms and new 'hybrid' forms of corporate governance. The book concludes by looking at what effect these incremental but transformative changes may have on Japan's distinctive variety of capitalism.
Hedge fund activism is an expression of shareholder primacy, an idea that has come to dominate discussion of corporate governance theory and practice worldwide over the past two decades. This book provides a thorough examination of public and often confrontational hedge fund activism in Japan in the period between 2001 and the full onset of the global financial crisis in 2008. In Japan this shareholder-centric conception of the company espoused by activist hedge funds clashed with the alternative Japanese conception of the company as an enduring organisation or a 'community'. By analysing this clash, the book derives a fresh view of the practices underpinning corporate governance in Japan and offers suggestions regarding the validity of the shareholder primacy ideas currently at the heart of US and UK beliefs about the purpose of the firm.
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.
Governance and the Market for Corporate Control is a textbook for use on business courses dealing with mergers, acquisitions, governance restructuring and corporate control. Three key features distinguish this book from competing texts. First, following up on recent developments in the corporate arena, it places a heavy emphasis on managerial compensation, incentives and corporate performance. Second, its conciseness allows for flexibility of use. Third, its coverage is broad and examines many topics including: significant discussions of corporate governance power and voting managerial compensation takeovers going private transactions corporate restructuring event study methodology. As well as combining theoretical, empirical, quantitative and practitioner-oriented matter, the material in this key book provides the academic foundation necessary to ensure students’ understanding of important concepts.
This book explores the rationalities and functions of securities markets and takeover activities. Focusing on the Chinese experience of utilizing the securities market as an effective mechanism of corporate control, this volume analyses the future development of China's financial market in the era of economic globalization. Providing an overview of the historical development of the securities market and a literature review of the economic functions of stock markets, Securities Markets and Corporate Governance also examines the legal regimes governing securities markets and takeovers in some leading corporate economies including the US, Germany, Japan and the UK. This volume then focuses on the Chinese experience, proposing a model which balances internal corporate governance and external market control for China.
A timely evaluation of rapidly globalizing governance mechanisms in China and Japan. This book looks at how corporate governance practices in these countries are adapting to Anglo-American practices, but argues that these adaptations are selective, and both countries continue to retain their own local corporate governance practices in some areas.