It has long been said that the Japanese corporate governance does not pay sufficient attention to
shareholders as the owners of the corporation. An yet, despite this seeming lack of shareholder ownership,
Japanese firms have performed quite well until recently. This paper seeks to solve this conundrum by
developing the "Company Community" concept as a positive model of the Japanese corporate governance. This
model is used to illustrate how the Japanese system of corporate governance solves the hidden problems of the
corporate law. These hidden problems of corporate law are common to all developed economies and consist of
the dual problems of balancing between monitoring and autonomy of management and balancing between
money capital and human capital.
The company community concept solves these problems through an intricate system of monitoring
consisting of three levels. The first level is the in-house monitoring by core employees who are quasi-residual
claimants and monitor management as a participant in the Community. The second level is the monitoring by
cross-shareholders in the firm, the main bank in particular. Cross-shareholding also has the effect of stabilizing
the management position against outside control. The third level is the monitoring by exit of the outside
shareholders. These multiple levels of monitoring have the effect of stabilizing management yet upholding
shareholder ownership as the end game norm.
Available at: http://works.bepress.com/zenichi_shishido/3/