Comparative Corporate Governance: The Case of Japan
Synopsis
More than two-and-a-half decades have passed since the collapse of the “bubble economy” in Japan. Even now, the Japanese economy has still not fully recovered from the sharp decline in the securities and property markets. Measures taken by successive governments to restore the economy failed to reach the roots of the problems. Companies were reluctant to take steps allowing for a radical change. Therefore, the last two-and-a-half decades have been dubbed “lost decades”. If there was something positive which came out of this major collapse of the economy, it was the emergence of the general perception that the system of corporate governance needed comprehensive reform. There was also pressure from outside Japan for a better corporate governance system. The agreement reached in the US-Japan Structural Impediments Initiatives Talk in 1990 specifically referred to the revision of company law. However, actual reform was slow to take place. The reform of the board system, which was carried over from the United States in 1950 but had developed into a system very different from the US model, began in the late 1990s. Piecemeal amendments to corporate law finally accumulated into the new Company Law in 2006. Under one of the amendments to company law, companies were provided with an alternative governance system based upon the US model. Sadly, this alternative model proved to be very unpopular among the companies. A great majority of companies opted for the conventional system of corporate governance. The legislature took another step with the 2014 amendment of the Company Law. Another alternative governance system that was midway between the conventional system and the US system was introduced. This time, a sizeable number of companies opted for the new approach.
[Excerpt from the Preface]
Chapters
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Preface by the editor
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Opening Speech
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Chairman’s Speech
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Corporate Governance in Japan: 1990–2016The Changing Role of the Board of Directors
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Recent Boardroom Reforms in Japan and the Roles of Outside / Independent Directors
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The Role of the Stock Exchange in Corporate Governance
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Evaluating Abe’s Third ArrowHow Significant are Japan’s Recent Corporate Governance Reforms?
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The UK Board SystemThe Role of the Non-Executive Directors
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The New Stewardship Code in JapanComparison with the UK Code and its Implementation
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Different Versions (Visions) of Shareholder StewardshipComparing the European Shareholders’ Rights Directive Proposals to the UK Stewardship Code
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Some Thoughts on Control and Liability in Corporate Groups
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The German Law of Corporate Groups
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Effective Internal Control in Overseas Offices