Why did financial keiretsu develop in Japan, but not in Germany and the United States? Why is bank intermediation more dominant in Germany and Japan than in the United States? What are the advantages and disadvantages of each system? Capital Markets and Corporate Governance in Japan, Germany and the United States answers these and related questions

"This book goes back to a symposium held at the Max Planck Institute for Foreign Private and Private International Law in Hamburg on May 15-17 1997"--P. [v].

Significant increases in regulatory competition have sharpened the comparative awareness of advantages of different national models of political economy, governance and regulation. The most important change in this regard is a shift in governance from state to the market. The transition from corporatist governance to market governance poses a daunting challenge to regulators and academics. This book addresses these challenges in a comparative and interdisciplinary perspective, including the world's three leading economies and their legal systems: the EU, the U.S., and Japan.

The increased globalization of production processes and the integration of the world's financial markets have placed considerable pressures on companies to reevaluate their governance structures. These structures, which vary from country to country, affect everything from financial fluidity and competitiveness to rules on insider trading, takeover, and accounting and disclosure practices. Should a single model of corporate governance be adopted as a world standard? In this book, part of the Integrating National Economies series, Mitsuhiro Fukao argues against the impulse to adopt a single system of corporate governance. He provides a comprehensive comparison of corporate governance structures in France, Germany, Japan, the United Kingdom, and the United States, outlining the advantages of each type of structure and analyzing the important behavioral differences among them. He explains the order of importance of various stakeholders - creditors, top executives, core employees, and shareholders - the cost of capital, and the use of labor in each country. Given the different advantages of the various systems and their deeply rooted institutional backgrounds, Fukao contends that it is neither desirable nor feasible to adopt a single model of governance as the world standard. Instead, each country should allow various complementary forms of governance in order to create healthy competition among companies and more efficient corporate structures.

This book carefully examines the effects of changes in the corporate governance structure on corporate behavior or company performance, using micro-data from listed companies in Japan. The author found that in Japan the introduction of stock options had neither a positive impact on profitability nor the negative side effects of promoting risk-taking behaviors. Furthermore, he found that corporate diversification and division of corporations showed negative impacts on profitability. The corporate governance structure of Japan has exhibited a large change from the second half of the 1990s to the present. There have been institutional reforms involving enterprise law, such as the introduction of stock options and the removal of the ban on holding companies. With respect to the ownership structure of a company, discernible trends are that the equity holdings of financial institutions and business corporations have fallen while the presence of foreign stockholders has risen. These trends are often pointed out as signs that the Japanese corporate governance structure has been approaching the American model and that this will energize Japanese firms. The author contradicts common academic theories, however, and concludes that the formation of the corporate governance which emphasizes the agency problem between shareholders and corporate managers is inadequate. He suggests that an institutional arrangement for a corporate governance system that values a variety of stakeholders' interests is greatly needed and concludes that perspectives on maximizing surplus values for various stakeholders and distributing the surpluses appropriately among the stakeholders will become increasingly important for the purpose of managing corporations.