Keiretsu: Past, Present and Future
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Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy
This PDF is a selection from an out-of-print volume from the National Bureau of Economic Research Volume Title: The Effects of U.S. Trade Protection and Promotion Policies Volume Author/Editor: Robert C. Feenstra, editor Volume Publisher: University of Chicago Press Volume ISBN: 0-226-23951-9 Volume URL: http://www.nber.org/books/feen97-1 Conference Date: October 6-7, 1995 Publication Date: January 1997 Chapter Title: Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy Chapter Author: David E. Weinstein Chapter URL: http://www.nber.org/chapters/c0310 Chapter pages in book: (p. 81 - 116) 4 Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy David E. Weinstein For twenty-five years, the U.S. and Japanese governments have seen the rise of corporate groups in Japan, keiretsu, as due in part to foreign pressure to liberal- ize the Japanese market. In fact, virtually all works that discuss barriers in a historical context argue that Japanese corporations acted to insulate themselves from foreign takeovers by privately placing shares with each other (See, e.g., Encarnation 1992,76; Mason 1992; and Lawrence 1993). The story has proved to be a major boon for the opponents of a neoclassical approach to trade and investment policy. Proponents of the notion of “Japanese-style capitalism” in the Japanese government can argue that they did their part for liberalization and cannot be held responsible for private-sector outcomes. Meanwhile, pro- ponents of results-oriented policies (ROPs) can point to yet another example of how the removal of one barrier led to the formation of a second barrier. -
Keiretsu Divergence in the Japanese Automotive Industry Akira Takeishi, Yoshihisa Noro
Keiretsu Divergence in the Japanese Automotive Industry Akira Takeishi, Yoshihisa Noro To cite this version: Akira Takeishi, Yoshihisa Noro. Keiretsu Divergence in the Japanese Automotive Industry: Why Have Some, But Not All, Gone?. 2017. hal-02952225 HAL Id: hal-02952225 https://hal.archives-ouvertes.fr/hal-02952225 Preprint submitted on 29 Sep 2020 HAL is a multi-disciplinary open access L’archive ouverte pluridisciplinaire HAL, est archive for the deposit and dissemination of sci- destinée au dépôt et à la diffusion de documents entific research documents, whether they are pub- scientifiques de niveau recherche, publiés ou non, lished or not. The documents may come from émanant des établissements d’enseignement et de teaching and research institutions in France or recherche français ou étrangers, des laboratoires abroad, or from public or private research centers. publics ou privés. Distributed under a Creative Commons Attribution - NonCommercial - ShareAlike| 4.0 International License CEAFJP Discussion Paper Series 17-04 CEAFJPDP Keiretsu Divergence in the Japanese Automotive Industry: Why Have Some, But Not All, Gone? Akira Takeishi Graduate School of Economics, Kyoto University CEAFJP Visiting Researcher Yoshihisa Noro Mitsubishi Research Institute, Inc. August 2017 http://ffj.ehess.fr KEIRETSU DIVERGENCE IN THE JAPANESE AUTOMOTIVE INDUSTRY: WHY HAVE SOME, BUT NOT ALL, GONE? August 2, 2017 Akira Takeishi Graduate School of Economics, Kyoto University; Visiting Researcher (October 2015- July 2016), Fondation France-Japon de l’École des Hautes Études en Sciences Sociales e-mail address: [email protected] Yoshihisa Noro Mitsubishi Research Institute, Inc. ABSTRACT The keiretsu relationship in the Japanese automotive industry was once admired as a source of competitive advantage. -
Essay on Anti-Takeover Provisions and Corporate Spin-Offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected]
Louisiana State University LSU Digital Commons LSU Doctoral Dissertations Graduate School 2015 Essay on Anti-takeover Provisions and Corporate Spin-offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected] Follow this and additional works at: https://digitalcommons.lsu.edu/gradschool_dissertations Part of the Finance and Financial Management Commons Recommended Citation Du, Wei, "Essay on Anti-takeover Provisions and Corporate Spin-offs" (2015). LSU Doctoral Dissertations. 3901. https://digitalcommons.lsu.edu/gradschool_dissertations/3901 This Dissertation is brought to you for free and open access by the Graduate School at LSU Digital Commons. It has been accepted for inclusion in LSU Doctoral Dissertations by an authorized graduate school editor of LSU Digital Commons. For more information, please [email protected]. ESSAY ON ANTI-TAKEOVER PROVISIONS AND CORPORATE SPIN-OFFS A Dissertation Submitted to the Graduate Faculty of the Louisiana State University and Agriculture and Mechanical College in partial fulfillment of the requirements for the degree of Doctor of Philosophy in The Interdepartmental Program in Business Administration by Wei Du B.S., Tongji University, 2008 M.S., Illinois Institute of Technology, 2010 May 2016 Acknowledgements This paper could not be written to its fullest without the help, support, guidance and efforts of a lot of people. First of all, I would like to express my deepest sense of gratitude to my research advisor and dissertation chair Dr. Gary C. Sanger, for his guidance, encouragement and support throughout the time of my dissertation research, even in the week before his surgery. I admire his wisdom deeply and regard him as my lifelong role model to follow. -
Whither the Keiretsu, Japan's Business Networks? How Were They Structured? What Did They Do? Why Are They Gone?
IRLE IRLE WORKING PAPER #188-09 September 2009 Whither the Keiretsu, Japan's Business Networks? How Were They Structured? What Did They Do? Why Are They Gone? James R. Lincoln, Masahiro Shimotani Cite as: James R. Lincoln, Masahiro Shimotani. (2009). “Whither the Keiretsu, Japan's Business Networks? How Were They Structured? What Did They Do? Why Are They Gone?” IRLE Working Paper No. 188-09. http://irle.berkeley.edu/workingpapers/188-09.pdf irle.berkeley.edu/workingpapers Institute for Research on Labor and Employment Institute for Research on Labor and Employment Working Paper Series (University of California, Berkeley) Year Paper iirwps-- Whither the Keiretsu, Japan’s Business Networks? How Were They Structured? What Did They Do? Why Are They Gone? James R. Lincoln Masahiro Shimotani University of California, Berkeley Fukui Prefectural University This paper is posted at the eScholarship Repository, University of California. http://repositories.cdlib.org/iir/iirwps/iirwps-188-09 Copyright c 2009 by the authors. WHITHER THE KEIRETSU, JAPAN’S BUSINESS NETWORKS? How were they structured? What did they do? Why are they gone? James R. Lincoln Walter A. Haas School of Business University of California, Berkeley Berkeley, CA 94720 USA ([email protected]) Masahiro Shimotani Faculty of Economics Fukui Prefectural University Fukui City, Japan ([email protected]) 1 INTRODUCTION The title of this volume and the papers that fill it concern business “groups,” a term suggesting an identifiable collection of actors (here, firms) within a clear-cut boundary. The Japanese keiretsu have been described in similar terms, yet compared to business groups in other countries the postwar keiretsu warrant the “group” label least. -
Case Studies in Change from the Japanese Automotive Industry
UC Berkeley Working Paper Series Title Keiretsu, Governance, and Learning: Case Studies in Change from the Japanese Automotive Industry Permalink https://escholarship.org/uc/item/43q5m4r3 Authors Ahmadjian, Christina L. Lincoln, James R. Publication Date 2000-05-19 eScholarship.org Powered by the California Digital Library University of California Institute of Industrial Relations University of California, Berkeley Working Paper No. 76 May 19, 2000 Keiretsu, governance, and learning: Case studies in change from the Japanese automotive industry Christina L. Ahmadjian Graduate School of Business Columbia University New York, NY 10027 (212)854-4417 fax: (212)316-9355 [email protected] James R. Lincoln Walter A. Haas School of Business University of California at Berkeley Berkeley, CA 94720 (510) 643-7063 [email protected] We are grateful to Nick Argyres, Bob Cole, Ray Horton, Rita McGrath, Atul Nerkar, Toshi Nishiguchi, Joanne Oxley, Hugh Patrick, Eleanor Westney, and Oliver Williamson for helpful comments. We also acknowledge useful feedback from members of the Sloan Corporate Governance Project at Columbia Law School. Research grants from the Japan – U. S. Friendship Commission, the Japan Society for the Promotion of Science, and the Clausen Center for International Business and Policy of the Haas School of Business at UC Berkeley are also gratefully acknowledged. Keiretsu, governance, and learning: Case studies in change from the Japanese automotive industry ABSTRACT The “keiretsu” structuring of assembler-supplier relations historically enabled Japanese auto assemblers to remain lean and flexible while enjoying a level of control over supply akin to that of vertical integration. Yet there is much talk currently of breakdown in keiretsu networks. -
Latin American Companies Circle
LATIN AMERICAN COMPANIES CIRCLE Corporate Governance Recommendations for Company Groups Based on Experiences from the Latin American Companies Circle November 2014 Sponsoring Institution: Supported by: INDEX I. INTRODUCTION AND BACKGROUND 2 II. CHALLENGES OF COMPANY GROUPS 2 III. GENERAL PRACTICES a) Related Party Transactions 3 a.1) Shared Services 4 IV. WHOLLY-OWNED SUBSIDIARIES a) Incorporation or acquisition 4 b) Control 4 b.1) Reporting Framework 4 b.2) Appointment of Directors 5 b.3) Internal Controls 5 V. PARTIALLY-OWNED SUBSIDIARIES a) Incorporation or Acquisition 6 b) Shareholders Agreement 6 c) Shareholder Activism 7 c.1) Share Voting 7 c.2) Appointment of Directors 7 c.3) Reporting 8 VI. FINAL COMMENTS 8 1 I. INTRODUCTION AND BACKGROUND These set of corporate governance recommendations for group of companies has been developed by the Latin American Companies Circle. The Circle is a group of Latin American firms that have demonstrated leadership in advocating and practicing governance improvements for companies throughout Latin America. The Circle is sponsored by the International Finance Corporation (IFC) and supported by the Organization for Economic Cooperation and Development (OECD), and is presently composed of 14 companies: Los Grobo from Argentina; Grupo Algar, CPFL Energia, Embraer, Natura and Ultrapar from Brazil; Grupo Argos, Carvajal and ISA from Colombia; Florida Ice from Costa Rica; Grupo Gentera from Mexico; Buenaventura, Ferreycorp and Grupo Graña y Montero from Peru. This document is based on experiences of the Circle member companies and takes into consideration limited analysis of the companies’ own practices and covers areas related with wholly- and partially-owned subsidiaries. -
Equity Method and Joint Ventures Topic Applies to All Entities
A Roadmap to Accounting for Equity Method Investments and Joint Ventures 2019 The FASB Accounting Standards Codification® material is copyrighted by the Financial Accounting Foundation, 401 Merritt 7, PO Box 5116, Norwalk, CT 06856-5116, and is reproduced with permission. This publication contains general information only and Deloitte is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte shall not be responsible for any loss sustained by any person who relies on this publication. As used in this document, “Deloitte” means Deloitte & Touche LLP, Deloitte Consulting LLP, Deloitte Tax LLP, and Deloitte Financial Advisory Services LLP, which are separate subsidiaries of Deloitte LLP. Please see www.deloitte.com/us/about for a detailed description of our legal structure. Certain services may not be available to attest clients under the rules and regulations of public accounting. Copyright © 2019 Deloitte Development LLC. All rights reserved. Other Publications in Deloitte’s Roadmap Series Business Combinations Business Combinations — SEC Reporting Considerations Carve-Out Transactions Consolidation — Identifying a Controlling Financial Interest -
Japanese Business Concepts You Should Know
1 Japanese Business Concepts You Should Know Edited by Parissa Haghirian Sophia University Tokyo, Japan 2 Contents About this Book ......................................................................................... 4 The Editor ................................................................................................ 5 Japanese Business Concepts You Should Know ................................................. 6 Contributors of This Book ............................................................................ 94 Bibliography ............................................................................................ 96 Further Reading on Japanese Management .................................................... 102 3 About this Book This book is the result of one of my “Management in Japan” classes held at the Faculty of Liberal Arts at Sophia University in Tokyo. Students wrote this dictionary entries, I edited and updated them. The document is now available as a free e-book at my homepage www.haghirian.com. We hope that this book improves understanding of Japanese management and serves as inspiration for anyone interested in the subject. Questions and comments can be sent to [email protected]. Please inform the editor if you plan to quote parts of the book. Japanese Business Concepts You Should Know Edited by Parissa Haghirian First edition, Tokyo, October 2019 4 The Editor Parissa Haghirian is Professor of International Management at Sophia University in Tokyo. She lives and works in Japan since 2004 -
JAPANSKE PRIVREDNE GRUPACIJE KEIRETSU - UZROK USPEHA ILI Mr Jelena Srbinovski
originalni naučni UDK 334.75/.76(52) rad JAPANSKE PRIVREDNE GRUPACIJE KEIRETSU - UZROK USPEHA ILI mr Jelena Srbinovski Fakultet za međunarodnu ekonomiju, Megatrend univerzitet PROPASTI VELIKIH [email protected] BANAKA Rezime mr Ranka Mitrović Fakultet za poslovne studije, Keiretsu ili grupa kompanija predstavlja korporativno udruživanje Megatrend univerzitet [email protected] tipično za Japan koje se javlja nakon Drugog svetskog rata. Smatra se da je keiretsu sistem imao značajnu ulogu u privrednom oporavku i rastu Japana u posleratnom periodu, a često je navođen kao jedan od faktora koji su doprineli velikoj konkurentnosti japanskih kompanija sedamdesetih i osamdesetih godina 20. veka. Međutim, ovaj sistem je u drugoj polovini osamdesetih godina pokazao svoje slabosti, a tokom devedesetih pretrpeo velike promene. Japanske kompanije i bankarski sistem su u ovom periodu bili izloženi velikim gubicima. Keiretsu grupacije se danas navode kao jedan od uzroka propasti velikih banaka, pa se uspešnost ovih grupacija dovodi u pitanje. Ključne reči: horizontalni kerecu, vertikalni kerecu, banka, kriza, japanske kompanije, privreda JEL: G32, L14, L22 4 2013 Rad primljen: 10.04.2013. Odobren za štampu: 03.06.2013. bankarstvo 146 original UDC 334.75/.76(52) scientific paper JAPANESE KEIRETSU COMPANY GROUPS - CAUSE OF SUCCESS OR Jelena Srbinovski, MSc Graduate School of International COLLAPSE OF LARGE Economics, Megatrend University [email protected] BANKS Ranka Mitrović, MSc Graduate School of Business Studies, Megatrend University [email protected] Summary Keiretsu or company groups represent a specific Japanese form of corporate association that appeared after the Second World War. It is believed that the keiretsu system has played a significant role in the economic recovery and growth of Japan in the post-war period, and has often been cited as one of the factors that have contributed to the high competitiveness of Japanese companies during the 1970s and 1980s. -
Limited Liability with One-Man Companies and Subsidiary Corporations
LIMITED LIABILITY WITH ONE-MAN COMPANIES AND SUBSIDIARY CORPORATIONS Bm Nmw F. CATALDO* Limited liability, usually regarded as the most significant feature of corporate enterprise, has received extravagant praise. Among those who have paid verbal homage to the concept of limited liability are two former university presidents who cut a large figure in the intellectual manners of the nation during the last half century. President Eliot of Harvard regarded limited liability as "the corporation's most precious characteristic" and "by far the most effective legal invention ... made in the nineteenth century."' President Nicholas Murray Butler of Columbia made the pronouncement in i91: "I weigh my words when I say that in my judg- ment the limited liability corporation is the greatest single discovery of modern times.... Even steam and electricity are far less important than the limited liability corporation, and they would be reduced to comparative impotence without it."' Our courts have rested-unnecessarily, it is believed 3 -the concept of limited lia- bility on the legal entity theory. This theory, familiar to every elementary student of corporation law and finance, treats the corporation as a legal persona or juristic person constituting an entity in itself separate and distinct from the members. The essence of this theory, stated in stark terms, is that the shareholders own "the corporation" and the latter owns and operates the assets and the business. The questionable4 but judicially accepted reasoning which regards limited liability as a * A.B. 1929, LL.B. 1932, LL.M. 1936, University of Pennsylvania. Member of Philadelphia bar; Special Attorney, Department of Justice, Washington, D. -
The Valuation of Conglomerate Companies Approved
THE VALUATION OF CONGLOMERATE COMPANIES APPROVED: Graduate Committee: Committee Member Committee Member Committee MemSer Dean of the Softool "of Busine Dean of th£ Graduate School THE VALUATION OF CONGLOMERATE COMPANIES DISSERTATION Presented to the Graduate Council of the North Texas State University in Partial Fulfillment of the Requirements ^or the Degree of DOCTOR OF PHILOSOPHY By Winfield P. Betty, B. B. A., M. B. A, Denton, Texas May, 1969 Copyright by Winfield P. Betty 1969 TABLE OF CONTENTS Page LIST OF TABLES V LIST OF ILLUSTRATIONS vii Chapter I. INTRODUCTION 1 Statement of the Problem Hypotheses Sources of Data Significance of the Investigation Approach II. SIMPLE RELATIONSHIPS UNDERLYING ACQUISITIONS . 15 Equations for Growth Trends of Earnings per Share Effects of Multiple Acquisitions III. ADDITIONAL BACKGROUND MATERIAL, MOTIVES, AND POSSIBLE EFFICIENCIES UNDERLYING THE GROWTH OF CONGLOMERATE COMPANIES 33 The Attitude of the Supreme Court and Regulatory Agencies toward Conglomerate Companies Possible Efficiencies Released in Mergers Definition of a Conglomerate Merger Possible Motives of Stockholders and Manage- ment Leading to the Growth of Conglomerate Companies IV. THEORIES OF VALUE AND THEIR IMPLEMENTATION ... 52 Theories of Value Investment and Speculative Theories of Value Decision Models Decision-Making Situations Generation of the Relevant States of the World Basic Models Used by Fundamentalists Conflicting Theories of Value The Decision Environment Surrounding Conglomerate Companies in XV Page Problems Introduced -
Multiple Step Acquisitions: Dancing the Tax-Free Tango©
MULTIPLE STEP ACQUISITIONS: DANCING THE TAX-FREE TANGO© Linda Z. Swartz © Copyright 2011, L. Z. Swartz All rights reserved TABLE OF CONTENTS Page I. INTRODUCTION ..................................................................1 II. TWO STEP TRIANGULAR REORGANIZATIONS ...........2 A. Tender Offers and Back End Mergers ..............................2 B. Double Mergers ................................................................6 1. Second Step Upstream Mergers ..................................6 C. Variations on Double Mergers ........................................10 1. No First Step Qualified Stock Purchase ...................10 2. Second Step Liquidations .........................................12 3. Second Step Disregarded Entity Mergers .................15 4. Second Step Sideways Mergers ................................17 D. A Single Rule for all Double Mergers ............................18 III. DROPDOWNS AND PUSHUPS AFTER TAX-FREE REORGANIZATIONS .........................................................20 A. COBE Requirement ........................................................21 1. Dropdowns to Qualified Group Members ................22 2. Dropdowns to Partnerships .......................................24 B. -2k Safe Harbors and Other Guidance ............................27 1. Current State of the Law ...........................................27 2. Dropdown Rules .......................................................29 3. Pushup Rules.............................................................34 C. A Single Rule for