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THE EMERGENCE of the PROTOTYPE of ENTERPRISE GROUP CAPITALISM - the CASE of Mitsul Hitotsubashi Journal of Commerce and Management 20 (1985) pp. 63-104. C The Hitotsubashi Academy THE EMERGENCE OF THE PROTOTYPE OF ENTERPRISE GROUP CAPITALISM - THE CASE OF MITSUl - SEIICHIRO YONEKURA* Introduction The strategy and structure of the Japanese enterprise groups have been a topic of in- telest in many fields because of the rapid development and the strong performance of the Japanese economy. In a recent global comparison of business development, Japanese enterprise group capitalisml has been analyzed.2 However, the historical development of enterprise capitalism and especially the differences and similarities between the pre-war zaibatsu and the postwar enterprise group (kigy6-shadan and keiretsu) have not yet been clearly examined. Generally speaking, the similarities and differences between zaibatsu and kigy6-shadan are listed as follows:3 Similarities : a) Both of them have integrated a financial institution, such as a bank, a general trading company (so~g5-sh5sha), and a manufacturing company into a group. b) The large firm consists of many firms under an umbrelia (keiretsu). c) Both of them have dominated and led the Japanese economy since the Meiji Restoration (1 868). Differences : a) The capital control structures are different from each other. In zaibatsu, the capital control structure was vertical (pyramid structure) and centralized by the holding company. But in kigyd-shtidan, the interlocking directorate and share- holding has been developed into a horizontal and decentralized control system of management and capital. The control pattern over the subsidiaries and * The author would like to thank professors A. D. Chandler, Jr., A. M. Craig, S. Ericson and B. Waka- bayashi for useful and constructive comments. Also special thanks to Rachel King for her great and patient help. * The international comparison of business development in the United States, Britain, Germany and Japan had been developed by Professor Alfred D. Chandler, Jr, and his colleagues at Harvard Business School, and the Business History Seminar which focused on the international comparison during September 1981~85 has been held by them. The author studied many useful conceptual frameworks from Prof. Chandler and the seminar The concept of enterprise group capitalism is one of these things. ' The discussion paper, "Industrial Group Capitalism and the Japanese Enterprise System," was presented by W. M. Fruin at the Business History Seminar at Harvard Business Schoo] in December 1984. ' H. Okumura, Nihon no Roku-Dai Kigyo-shudan (Six major Business Groups in Japan), Daiyamondo- sha, 1976, pp. 48-50. 64' HITOTSUBASHI JOURNAL OF COMMERCE AND MANAGEMENT [December Zaibatsu Kigy6-sh~dan Family Holding Group Company Member Direct Subsidiaries Af f iliates (Keiretsu) Af f iliates afiiiiates has been changed into a mutual control relationship. b) The family monopoly domination over the capital in the prewar zaibatsu was thoroughly abolished by the Supreme Commander of the Allied Powers, and in the postwar kigy5-shtidan the interlocking directorate, interlocking share- holding and the group presidents meetings control and coordinate the business activities as a whole. c) The financial power of a bank within a kigy6-shtidan is much stronger than in a zaibatsu, because the bank has taken the place of the power of the zaibatsu family or that of the holding company. As we see from this list, the zaibatsu group and kigy5-shtidan have great similarities in their business behavioral patterns. The most distinguishing difference between them is that in zaibatsu the family domination depends upon the holding company system while in kigyd- shtidan (enterprise group) the corporate mutual domination depends upon the interlocking directorate and shareholding. That is the difference between the pyramidal structure and the circular structure of the managelial and capital control as we see in the chart. This difference is also very significant to understand the long term orientation of Japanese firms, because the mutual interlocking shareholding system makes them to pursue long term strat- egy without concerning short term interest of independent shareholders.4 In this paper, in order to understand when, how and why these similarities and differ- ences emerged in the Japanese economy, the historical development of the managerial and capital structure of the Mitsui zaibatsu (the largest and most dominant business group in pre-war Japan) will be examined. In the first chapter, the development of managerial structure will be examined. From .this examination, we will understand that the interlocking directorate was developed to complement the incompleted managerial structure for the expanding business group in the Mitsui zaibatsu. Chapter 11 will discuss the establishment of Mitsui Gomei as the hold- ing company in 1909. This chapter will show that the centralized structure and family dominance of capital control in the Mitsui zaibatsu were established by 1910. Chapter lll will discuss the so~gd-sh5sha, one of the most important devices in business group formation. Specifically, the development of Mitsui Bussan as so~gd-shosha, and the ' Ibid., p. 21. 1985] THJ3 EMERGENCE OF THE PROTOTYPE OF ENTERPRISE GROUP CAPITALISM. THE CASE OF MITSUI 65 way how it organized industries and integrated the affiliated firms into business group will be analyzed. Chapter IV will present the case of so~g6-sho~sha and Onoda Cement as example of the relationship between so~g5-shdsha and its affiliated firms. In these chapters, we will see the emergence of prototype of keiretsu (affliated) and understand the important role of so~g5-sh5sha for keiretsu formation. Finally, the relationship between the collapse of Mitsui Gomei as the holding company system and the emergence of the interlocking shareholding system in the Mitsui zaibatsu will be explained. I. The Historical Development of the Managerial Structure in the Mitsui Zaibatsu (1868-1909) In contrast to American business, Japanese big business invested its resources in diver- sification from the early stages of industrialization. This is because Japan had to concen- trate its scarce capital and resources on several big businesses, in order to compete with Western World. Zaibatsus were the typical result of such concentration and diversifica- tion.5 The Mitsui zaibatsu diversified at the beginning of the Meiji era (1868-1912) and strug- gled to establish an adequate managerial structure for its diversified business. In order to understand the development of this managerial structure and its uniqueness (interlocking directorate), it is necessary to look briefly at the business history of Mitsui and the evolution of its management structure. (1) The Pre-modern Era (1671~1868) The business history of the Mitsui family began in 1672 when the founder Takatoshi Mitsui started a traditional clothing wholesale and retail store (gofuku-ya). In 1683, using the wealth accumulated through the business he started a money-exchange business (ryo~gae- ya). He expanded these two businesses with an innovative retailing system6 and with the financing of the Tokugawa government and local lords (daimy6). In 1691 he was designated as authorized financier by the government. The Mitsui family grew to be one of the wealth- iest merchant families in Japan before the Meiji Restoration (1868). It should be noted that during the Tokugawa period the family developed a complicated managerial structure for its expanded business. This was the dmotokata system-a kind of centralized managing system.7 They also separated ownership from management by using banto (non-family and salaried manager) system and precise book-keeping meth- 5 H. Morikawa, "Management Structure and Control Devices for Diversified Zaibatsu Business," in K Nakagawa, ed., Strategy and Structure ofBig Business, University of Tokyo, 1978, p. 45. 6 S. Yasuoka, Zaibatsu Keiseishi no Kenkyu (The Study of Zaibatsu Formation), Mineruba Shobo, Kyoto, 1970, pp. 193-196. The founder Takatoshi Mitsui innovated the large scale wholesaling for the nation- wide retailers and the over-the-counter dealings with tag-price which had not yet been done on a large scale in the seventeenth century Japan. He also introduced a visual advertizement by using nishikie (a kind of ukiyoe). 7 Ibid., pp. 197-214. 66 HITOTSUBASHI JOURNAL OF COMMERCE AND MANAGEMENT [December ods.8 (2) The Great Reform of Minomura (1868-1880) After the end of the Tokugawa period, Mitsui strove to renovate its family and business structure in order to survive and adapt itself to the newly modernized society. First of all, in order to overcome the financial crisis caused by the collapse of the Tokugawa economy, the Mitsui family hired a highly talented manager, Rizaemon Minomura, as the bant6 from outside of the Mitsui family and business. Anticipating the conditions of the time, he grad- ually led Mitsui away from the Tokugawa government towards the new Meiji government. After the Meiji Restoration, he cooperated with the new government and its politicians (especially Kaoru Inoue, one of the dominant figures in Meiji politics and business) by pro- viding them with financial services. Minomura modernized Mitsui's managerial structure. He tried to separate the Mitsui house (the family) from the Mitsui-Gumi (the business) and to re-establish the dmotokata as a kind of central corporate office. He did reorganize the money-changing business (Mitsui-Gumi) in 1876 into Mitsui Bank (the first private bank in Japan with ~~~2 million in capital) under the
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