新保 博彦

In both Japan and the United States before World War II, although there was a gap in economic development, market oriented corporate governance was dominant, two types of which were competing against each other to gain the advantage. In World War II, Japan was defeated by the United States and the United States took the position as the economic, political and military leader in the world. With this as a turning point, corporate governance in the two countries went in completely different directions. In the United States, the transition from management control to stockholder capitalism was brought about, in Japan the main bank system without strong ties to the market developed. This paper examines the fundamental features and the various conditions of establishment of the above two systems, and the circumstances under which both countries compete again now. In Section 1, in the United States in 1980, I focus on the features of stock ownership and its dispersion, and examine the changing process from the prewar days and the development to the present stockholder capitalism. By the 1980s, in the United States, open corporate governance was developing from management control to stockholder capitalism, which is based on a market similarly and aims at the maximization of stockholder's benefits. In this process, institutional investors played an important role. In Section 2, I consider various features of the main bank system that developed newly in the same period in Japan, and the conditions of its formation and dissolution. In Japan, as a result of war and its defeat, the market was dissolved. From the market oriented corporate governance in the prewar days, the main bank system, which is a complete contrast to the corporate governance in the U.S., established and developed as an original system. However, in this system, there were fundamental defects such as the vulnerability of the management of the main bank as a core of this system and the closed character of the entire system, and these defects became obvious during the period when this system developed most vigorously. Two types of corporate governance coexisted in the postwar period. However, economic activity developed through the IT revolution based on the new infrastructure of the Internet from the second half of the 1990s. The IT revolution increased economic and corporate globalization. Such globalization could be the reason for the competition of more open corporate governance particularly between Japan and the U.S. Finally, I would like to emphasize my perspective to compare the corporate governance in Japan and the U.S., and at the same time, to consider the historical evolutionary process from the prewar days in both countries.

I have already published two papers and clarified that Japanese corporate governance in the interwar period was market oriented and that it was very like the present U.S. and British type. Incidentally, in U.S. companies in those days, as Berle, Adolf A. & Gar diner C. Means (1932) clarified, stockholding was widely dispersed and separation of ownership and control was performed. In this paper, I want to focus on various investigation reports on U.S. companies from those days, and reexamine their validity in detail. Moreover, based on the examination result, I think that a comparison with Japan is another important subject. First, in Section I, I survey the discussion on corporate governance actively developed since the second half of the 1990s in the United States, show clearly that the comparative survey on the corporate governance in each country was started on a worldwide basis for the first time, and point out various problems. In Section II, I examine the top 30 companies of Berle & Means in detail, and reexamine U.S. corporate governance in the interwar period, as well as the fundamental features of Berle & Means type companies. As a result, I prove the theory of Berle & Means to be fundamentally correct, and at the same time, clarify that the state of management control differed considerably by industry; the financial features of each company in every industry were very different. In Section III, I point out that in the United States in those days, while Berle & Means type companies were dominant, business groups played a large role and Berle & Means type companies themselves were often centers and important factors. And I confirm that investment companies, which were the most representative institutional investors, urged the formation of business groups. In the final Section IV, based on the above examination, I compare comprehensively corporate governances between U.S. companies and Japanese companies in the interwar period. Through this comparison, I can determine not only large differences or contrastive characters, but also common features. Concretely speaking, these were the dispersed stocks, the high dependence on financing through the market and the role of business groups etc. These common features of each corporate governance were created by the composition of economic structure and industry in those days and their global correlation.