著者

青地 正史

出版者

経営史学会

雑誌

経営史学 (ISSN:03869113)

巻号頁・発行日

vol.37, no.4, pp.49-75, 2003-03-25 (Released:2010-11-18)

---

The purpose of this paper is to analyze the corporate governance structure of non-zaibatu companies in 1920s Japan. Takahashi Kamekichi, Kabushikigaisha Boukoku Ron (1930), Tohou Denryoku Shi (Tohou Electric Power History, 1962) and so on, are very instructive. They observed that Japanese companies in those days operated on short-range planning and showed unusually high pay-out ratios, up to nearly 70%, neglecting sufficient internal reserves, depreciation, and investment for plants and equipment.This paper takes the so-called institutional approach, focusing especially on the accounting system and laws at that time and places special emphasis on the following two issues.First, surprisingly old Japanese companies used the market price accounting system from 1893 to 1949, as do today's Japanese companies since 2001. But the new market price accounting system is confined to only financial instruments, and valuation profits cannot be paid out as dividends. On the contrary, the old market price accounting covered all assets and valuation profits were appropriated as dividends. According to Takahashi (1930), Japanese companies in the 1920s gained valuation profits from fixed assets and clearance assets as well as stocks, and they paid almost all of them out as dividends. Consequently, they lacked in long-term planning and suffered from ineffective management. It is difficult to say that they were mature going concerns.Second, between 1893 and 1938, an accordance of ownership and control was commonly found within Japanese companies under the Commercial Law system, which stipulated that a director and auditor must be a stockholder. Moreover, there were both a few large block large shareholders and many small shareholders. On the one hand, the block shareholders occupied executive posts of the within the companies. According to Tohou Denryoku Shi, they enjoyed controlling the company profits. On the other hand, many small shareholders were silent or weak, and shareholders' meetings were meaningless, as today's are. Consequently, both could not work as monitors for their companies. It is evident that this sort of image of Japanese companies was quite different from Berle & Means's separation of ownership and control.In conclusion, the 1920s Japanese companies were not mature going concerns, and their shareholders did not function as monitors at all. Thus they cannot be classified as the Anglo-Saxon corporate types.

著者

青地 正史

出版者

Business History Society of Japan

雑誌

経営史学 (ISSN:03869113)

巻号頁・発行日

vol.43, no.3, pp.3_28-3_46, 2008 (Released:2012-02-11)

---

In 1944-1949, the “Gunjugaisha Hou (Law of Corporations for War Supplies)” and the “Kaishatourinjisochi Hou (Law on Extraordinary Measures for Corporations, etc.)”, old Japanese laws, provided exceptions to the Japanese Commercial Law revised in 1938: both laws restricted stockholders' rights in rules of procedure for meetings of stockholders. However, it remains unclear whether these rules were enforced in those days. The purpose of this paper is to clarify that question.During the war, the Gunjugaisha Hou gave priority to national interests over stockholders' interests (the principle of product first). In contrast, the Kaishatourinjisochi Hou gave priority to cost savings of opening stockholders' meeting over all other matters. Using the same reasoning, the latter law was continued during the Postwar Reconstruction Period.Were these laws actually effective? According to the minutes of the proceedings in a stockholders' meeting of the Zaibatsu companies such as Mitsubishi Jukougyou and Mitsubishi Denki, in 1944-1946, the calling of stockholders' meetings depended on a public announcement, not a notice, and important decisions, such as the amending the statutes of the company, depended on simple, not prudent processes. The stockholders' meetings of Nihon Chisso Hiryou and Nihon Sekiyu (non-Zaibatsu companies) were carried out similarly.In conclusion, the Gunjugaisha Hou and the Kaishatourinjisochi Hou were effective in those days.

著者

青地 正史

出版者

経営史学会

雑誌

経営史学 (ISSN:03869113)

巻号頁・発行日

vol.36, no.2, pp.27-47, 2001-09-25 (Released:2009-11-06)

---

In 1947, immediately after World War II, twelve Japanese life insurance companies reorganized themselves from stock concerns into mutual concerns. For example, in 1945 there were sixteen life insurance companies, of which thirteen were stock concerns and only three mutual concerns. Japanese life insurance companies converted their organizational structures into mutual concerns simultaneously after the war.Why did major life insurance companies reorganize themselves into mutual concerns? One reason is the democratic influence of GHQ, which caused the reorganization. It is the purpose of this article to seek a more critical and fundamental reason.The conclusions of this article can be summarized as follows : the corporate governance structure in Japan of the times caused them to reorganize. That is, in the chaos of the Japanese economy, (1) the power of the stockholders became weaker, (2) there was growing anxiety of strong labor movement, and (3) the new managements wanted to strengthen their positions. The life insurance companies tried to adapt themselves to such situations within the corporate governance structure of Japanese companies, and consequently they chose to reorganize as mutual concern. Moreover the Japanese government set a deadline (March, 1948) for reorganization under the Financial Institutions Reconstruction and Reorganization Law. That is why all the companies reorganized simultaneously in 1947.This article finds that the democratic influence of GHQ accelerated the Japanese life insurance companies' decision to reorganize as mutual concerns, and they had already started their reorganization under the new corporate governance structure.