Koito Case : International Corporate Governance

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Case 1 06/02/2012 INTERNATIONAL CORPORATE FINANCE & GOVERNANCE Professor: Florencio Lopez de Silanes Molina Koito Manufacturing, Ltd. M1 - Group C Karine CAO Ludwig HSIA Thomas MERCIER Aurélien MOURGUES Pauline TUCCELLA 1 Case 1 06/02/2012 1. The Japanese corporate governance system differs vastly from the US system. Discuss corporate governance issues that may arise under the Japanese keiretsu system from the perspective of a) financiers b) owners c) suppliers and d) employees. A prominent feature of Japanese corporate governance is the tendency for large corporations to engage in tight, long-term commercial relationships. A keiretsu is an affiliation of related companies with interlocking business relationships and shareholdings. The member companies own portions of the shares in each other’s companies, centered on a core bank. This system helps protecting the company managements from stock market fluctuations and takeover attempts, thus enabling long-term planning in projects. Let’s discuss the corporate governance issues that may arise under the Japanese keiretsu system from the perspective of: a) Financiers Banks dominate the keiretsu. They finance the firms and act like a monitoring system for these firms. Moreover, in a keiretsu system, the companies are mostly owned by financial institutions. For instance, Toyota is owned at 65,6% by financial institutions in 1989 (Exhibit 8). More generally, Exhibit 5 shows that all listed Japanese companies are mostly owned by financial institutions (45.6% in 1989) and especially banks (22.1% in 1989). The core bank of a keiretsu buy shares in the firms and holds both equity and debt on the keiretsu. Consequently, the bank can intervene directly in the business and it can access to private information. Therefore, financiers have a huge power in keiretsu and can influence the business of a company. b)
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