Keiretsu Question Essay

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Question 1: There are crucial differences between the US and Japanese Corporate Governance Systems, which affect the rights and influence of different stakeholders in the keiretsu system. a) Financiers: Financial institutions play a crucial role in the keiretsu system and in most cases are major shareholders in the companies. For example, in Koito 40.6% are owned by financial service providers. The banks are the main suppliers of capital and act as monitoring systems for the companies. They have the right to intervene directly and even force bankruptcy if the bank suspects that financial troubles will arise in the near future. This means that financial institutions – banks, have a lot of power and influence in the keiretsu system and are usually better protected than US banks. b) Owners: In Japan cross-shareholding arrangements are very common, which underlines the importance of personal relationships in the Keiretsu system. This implies that the performance of member companies is almost as important as the performance of their own company. It is very common to transfer management between two member companies. The main members of the board are management and in some cases representatives of largest shareholders. The rights of largest stakeholders are clearly defined: 1% shareholdings entitle the person to add items to the agenda at meetings, 3% shareholdings entitle the stockholder to call a special meeting at his expense and apply to the court to remove a board member, 10% shareholdings for more than 6 months could permit the individual to inspect the company’s accounting records and to appoint a special auditor for this purpose, and 34% shareholdings allow the owner to propose special shareholder resolutions. This demonstrates that minority shareholders are misrepresented, and, as indicated by the Picken’s case, in some instances the board can refuse to

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