Koito Case
Koito-Pickens-Toyota Case
Question 1
The Japanese corporate governance system differs vastly from the US system. Discuss corporate governance issues that may arise under the Japanese keiretsu.
The corporate governance system in Japan is widely different from the US one insofar as it mostly involves a unique business model called “Keiretsu”. A Keiretsu is a form of corporate structure that groups a set of companies with interlocking board of directors and common business interests. Thus, due to its particular structure, some governance problem may arise under this Japanese Keiretsu:
a) Issues from the perspectives of financiers
Because the business is considered almost like an extended family, the financing may become political and the Japanese Keiretsu will almost always give favor to members of their Keiretsu. This could lead the financiers, for instance, to finance a company member of their Keiratsu they wouldn’t have finance otherwise.
As far as the potential financiers are concerned, the main issue is the difficulty to enter and invest in the Keiretsu. Getting financial information about the Keiretsu firms could be complicated insofar as the financial and accounting statements are not disclosed. Thus, such discretion could lead to an ambiguity or a lack of understanding from an outside perspective. Actually, the keiretsu are just trying to protect themselves from what they fear the most that is to say the yakuza and the greenmailing.
b) Issues from the perspectives owners As mentioned above, the keiretsu are suspicious towards the “outside” and this behavior may make foreign owners face some difficulties. Because the keiretsu system is much more in favor of inside shareholders than the outside ones, the former may find some difficulties to make the most of their shareholder rights. And this can maybe explain why the outside shareholders are often a minority in comparison with the shareholders of the keiretsu. Moreover, even if one of the outside
Question 1
The Japanese corporate governance system differs vastly from the US system. Discuss corporate governance issues that may arise under the Japanese keiretsu.
The corporate governance system in Japan is widely different from the US one insofar as it mostly involves a unique business model called “Keiretsu”. A Keiretsu is a form of corporate structure that groups a set of companies with interlocking board of directors and common business interests. Thus, due to its particular structure, some governance problem may arise under this Japanese Keiretsu:
a) Issues from the perspectives of financiers
Because the business is considered almost like an extended family, the financing may become political and the Japanese Keiretsu will almost always give favor to members of their Keiretsu. This could lead the financiers, for instance, to finance a company member of their Keiratsu they wouldn’t have finance otherwise.
As far as the potential financiers are concerned, the main issue is the difficulty to enter and invest in the Keiretsu. Getting financial information about the Keiretsu firms could be complicated insofar as the financial and accounting statements are not disclosed. Thus, such discretion could lead to an ambiguity or a lack of understanding from an outside perspective. Actually, the keiretsu are just trying to protect themselves from what they fear the most that is to say the yakuza and the greenmailing.
b) Issues from the perspectives owners As mentioned above, the keiretsu are suspicious towards the “outside” and this behavior may make foreign owners face some difficulties. Because the keiretsu system is much more in favor of inside shareholders than the outside ones, the former may find some difficulties to make the most of their shareholder rights. And this can maybe explain why the outside shareholders are often a minority in comparison with the shareholders of the keiretsu. Moreover, even if one of the outside