Corporate governance and the cost of public debt financing: Evidence from Japan

This paper explores the relationship between corporate governance mechanisms and the cost of public debt financing in Japan. Using a sample of corporate bonds newly issued in Japan during the period 2005–2008, I find that CEO ownership is associated with higher yield spreads after controlling for other governance, bond, and firm characteristics. Founding family ownership is also positively related to yield spreads. In contrast, firms with large corporate shareholders enjoy lower yield spreads. These results are robust to various alternative specifications. Overall, my results indicate the importance of corporate governance mechanisms in Japanese corporate bond markets.     

对我国企业孵化器服务差异的探讨

日本原有的公司治理模式是高效率的 ,但随着全球经济一体化其弊端初显端倪。在新的经济环境下 ,日本对其公司治理结构进行了适应性调整 ,正在从“日本式的资本主义”转向“美国式的资本主义”。研究这一问题对于了解日本企业的治理现状和进一步优化我国上市公司治理结构都有十     

Stock repurchases in Japan: A solution to excessive corporate saving?

Since the 1990 s profitable Japanese companies have faced lower domestic growth opportunities; they have invested less, yet most have not increased their payout. This has resulted in a substantial deleveraging of their balance sheets. The popular term for this phenomenon is “corporate saving.” Corporate saving by Japanese companies is now at the highest level in history. Dividends and stock repurchases are two potential ways to resolve excessive corporate saving. Stock repurchases in particular offer a fast, flexible and very public method to solve the problem of excessive corporate savings. This research is an investigation of stock repurchases by Japanese companies from 2000 to 2009. Companies repurchase their stock to return excess cash to investors, resolve governance issues, adjust capital structure and send signals. This paper uses accounting and stock market information to explain this behavior. Contrary to recent research on American firms, we find that replacement of dividends does not appear to explain stock repurchase behavior in Japan. We find evidence that repurchase behavior in Japan is linked to excessive corporate savings. However, repurchases are also closely linked to the ownership structure of the firm. Firms whose dominant owners are other members of the firm's industrial group are less likely to repurchase. Bank ownership has mixed implications for repurchases. Firms having foreign and individual ownership are more likely to repurchase stock. Foreign and individual ownership appears to improve governance and thus may be a partial solution to excessive corporate savings.     

日本公司治理结构内部控制中存在的问题分析

内部控制是企业治理的主要内容之一。在新的经济环境冲击下,涉及内部控制的日本企业的组织管理架构以及一些旧的公司制度和惯习已经束缚了企业的持续发展。日本在解决内部控制中存在的问题上,注重从法律的建设入手,并以此为手段带动实体经济改革。从当前内部控制改革的动向看,虽然相关的一些上市企业能按法律要求去实施,但在新制度的效果上许多企业尚存在质疑。由商法的修改带动的公司内部控制问题及其改善成为日本近年企业治理的焦点问题。     

日本公司董事会改革现状研究

日本模式的公司治理机制一直是企业界和经济学界所关心的内容。泡沫经济崩溃以后，日本经济陷入长期萧条，出于内部和外部的压力，日本企业不得不对其治理机制进行改革，董事会改革是其重要组成部分。日本企业董事会改革的措施主要包括董事会规模的缩减、外部董事的启用等。然而日本企业推动的董事会改革具有不彻底性．     

Corporate Social Responsibility,Firm Value and Corporate Governance Code Revisions: The Asian Evidence*

The present study examines the relationship between corporate social responsibility (CSR) and firm value, and the effects of corporate governance code revisions on the relationship. We examine this relationship for: (i) a high‐income country, Japan; (ii) middle‐income countries China, Malaysia and Thailand; and (iii) low‐income countries India and Indonesia. We use the Heckman two‐stage sample selection bias approach for the empirical analysis. We find that Japanese stakeholder CSR and environmental CSR have a smaller positive effect on firm value compared to the middle‐income countries, but we do not find any statistically significant association for the low‐income countries. In addition, we find that only Japanese corporate governance code revisions significantly contribute to the positive relationship between CSR and firm value, which concurs with the new recommendations documented in the revised codes of corporate governance. The present study reveals that foreign major shareholders matter to the value creation of CSR in Japan and the middle‐income countries of China, Malaysia and Thailand.     

The Effects of M&A on Corporate Performance in Japan:DID Analysis in the Era of Corporate Governance Reform

This study analyzes how mergers and acquisitions (M&A) affect the performance of acquired companies in Japan. The sample period includes the era in which the government of Japan promoted a series of corporate governance reforms. A difference-in-differences analysis is implemented to eliminate the endogenous effects of a corporate acquisition. Choosing a control group by propensity score matching, we find that acquisitions have significantly negative effects on employment but no significant effects on labor productivity. For acquisitions by Japanese companies, we also find no significant improvement in ROA but significant improvement in Tobin’s q. The results are consistent with the zombie company theory, which indicates that an M&A prolongs the life of an insolvent company. Acquisitions by Japanese companies are in contrast with those by foreign companies, which have positive effects on ROA.     

CEO compensation and firm performance in Japan: Evidence from new panel data on individual CEO pay

Prior studies on Japanese executive compensation have been constrained by the lack of longitudinal data on individual CEO pay. Using unique 10-year panel data on individual CEO's salary and bonus of Japanese firms from 1986 to 1995, we present the first estimates on pay-performance relations for Japanese CEO compensation. Specifically we find consistently that Japanese CEO's cash compensation is sensitive to firm performance (especially accounting measures), and that the “semi-elasticity” of CEO's cash compensation with respect to ROA is 1.3 to 1.4, which is in general agreement with prior estimates elsewhere. As such, our estimates do not support that Japanese corporate governance is unusually defunct with regard to the significance and size of the sensitivity of CEO compensation to accounting profitability. On the other hand, to be consistent with the literature on Japanese corporate governance that tends to downplay the role of shareholders and stress the role of banks and employees, we find that stock market performance tends to play a less important role in the determination of Japanese CEO compensation. Finally, we find that the bonus system makes CEO compensation more responsive to firm performance in Japan. The finding is in contrast to the literature on compensation for regular employees in Japan which often argues that bonus is a disguised base wage. J. Japanese Int. Economies 20 (1) (2006) 1–19.     

日本传统文化对公司管理的影响

日本公司治理特征的形成与日本传统文化有很大的关系,而基于日本传统文化的日本式管理形态对公司治理也有着不可忽视的影响。日本式公司经营及其形成的文化背景带有江户共同体色彩。日本公司治理和日本的传统概念有密切的关系,尤其是对职工的重视反映了日本公司共同体的概念。日本型资本主义也可称为东洋型封建资本主义。     

Japanese mergers and acquisitions: Overcoming obstacles to improved systemic efficiency

Foreign companies have shown a great interest in penetrating the Japanese market through the means of the acquisition of a Japanese firm. However, as of yet the number and size of deals remain very limited. A number of residual regulatory obstacles can partially explain the situation, but it seems that the main obstacle comes from the inherent characteristics of the Japanese environment (i.e., the labor market and employment practices, corporate governance, and general societal organizing principles). Japanese business is currently undergoing dramatic changes and there is a level of convergence of management practices with the West. Therefore, an increase in foreign acquisition activities can be expected in the forthcoming years. Nevertheless, if the overall business environment will be reformed and offer more opportunities, it is unlikely that those developments will follow the exact same patterns as in Western countries.     

Human resource management, corporate governance structure and corporate performance in Korea: a comparative analysis of Japan, US and Korea

This paper investigates the influences of human resource management (HRM) and corporate governance structure on the corporate performance in Korean firms. Prior to the Asian economic crisis, large Korean firms mostly followed the Japanese style HRM paradigm where the practice of lifetime employment is guaranteed. However, in the aftermath of the crisis, they have pursued structural downsizing and changed their paradigm more towards the US HRM paradigm where inter-firm mobility becomes prominent in the flexible labor market. The empirical evidence introduced in this paper affirms the argument that the first step towards a HRM paradigm shift in Korea should be the establishment of an efficient corporate governance structure. This implies that a simple switch from the Japanese HRM paradigm to the US model may not improve corporate performance unless the change is accompanied by a solution to the problems posed by the minority controlling structure of Korean companies. The implications of this study for guiding policy in developing countries having labor market rigidities and underdeveloped corporate governance is clear. Corporate governance systems may provide an appropriate starting point for the development of any policies aimed at building an efficient human resource management system and a flexible labor market.     

Reputational Penalties in Japan: Evidence from Corporate Scandals

We examine incidents in which Japanese businesses are implicated in corporate scandals. Such firms suffer statistically significant losses in their market values. Given the negligible legal and regulatory penalties for Japanese companies, we interpret the results as convincing evidence on the magnitude of reputational losses. We also compare our results to those found in US studies. The average negative abnormal stock price reaction is larger in Japan than in the USA. Moreover, they are negative and statistically significant even when it is not obvious that the firm violated an implicit or explicit contract with the damaged party.     

Missing Household Saving and Valuation of Corporations: Inquiry into Japanese National Accounts I

The Japanese household sector has suffered a capital loss of some 400 trillion yen (in 1990 consumption prices) since 1970. This is a large enough loss to explain the Japanese recession of the 1990s. We can trace some three fourths of this capital loss to the loss in the market value of Japanese corporations relative to their accounting value (at reproduction cost). The behavior of the corporate sector leading to this loss is obscured because, in the Japanese National Accounts, the corporate sector contains both private and public enterprises, and information presented for this sector is seriously incomplete. Nevertheless, data suggest that corporations have attempted to maximize their productive capacity rather than their market value and overinvested in plant and equipment since at least 1970. An unusual corporate governance structure in Japan may have permitted and even induced corporate management to follow such a strategy. The paper concludes with a set of recommendations to improve the presentation of these issues in the National Accounts. J. Japan. Int. Econ., June 2002, 16(2) pp. 147–176. University of Pennsylvania, Philadelphia, Pennsylvania 19104 and NBER. © 2002 Elsevier Science (USA).Journal of Economic Literature Classification Numbers: C82, E21, E22, G30.     

Relationship between Managerial Compensation and Business Performance in Japan: New Evidence Using Micro Data*

This paper examines the relationship between the level of managerial compensation and the quality of corporate governance in Japan in the period following the bubble burst of 1991–1995. There are three main findings. First, Japanese firms with weaker governance have greater agency problems in that managerial opportunism extracts higher compensation and the firm performs relatively worse. Second, these agency problems were more severe during the recessionary period of 1994–1995. Finally, governance structures in industries with higher managerial compensation are relatively weaker than in other industries.     

中、日独立董事制度比较研究

中国和日本在本世纪初分别引入了独立董事制度,但其实施效果却各不相同。本文从两个国家公司治理模式、移植进程中立法方式以及实施效果进行对比分析。最后得出本文结论:日本移植该制度所采用柔性的选择机制,更有利于新制度的移植和长效发展,这样的移植方式对我国完善公司治理有一定的借鉴意义。     

公司治理理论:反思与启示

企业内各要素专有性的大小是其参与公司治理的基础,也是分享剩余索取权的依据。公司治理机制并不是由所谓的“股东至上”发展到利益相关者,从“股东至上”到利益相关者之间没有什么逻辑关系。公司治理的模式也不存在从单边治理向多边治理的转换过程。公司治理的关键是寻找长期利益共同体以及使关键性要素进入长期利益共同体。人力资本是企业价值创造的决定性力量,但只有在物质资本有效监督和充分激励的前提下,这种决定性作用才由可能变为现实。我国国有企业由于不存在长期利益共同体,关键性要素也不在长期利益共同体内,或者说,没有资本监督和激励劳动,这是公司治理低效的原因所在。国有企业目前进行的激励制度改革,虽然在一定程度上可以改善公司治理的低效率,但不可能解决公司治理的根本问题。     

Foreign direct investment by Japanese firms and corporate governance: in relation to the monetary policies of China, Korea and Japan

Reflecting upon the lessons from the Asian currency crises, more attention is being paid to the importance of consolidation for the domestic financial and capital markets, as well as international cooperation to avoid disturbing factors from abroad, such as massive inflows of speculative capital. The aim of financial reforms being executed in the East Asian countries, such as Japan, Korea, and China, is to improve the managerial efficiency of the business corporations and financial institutions.Recently, foreign direct investment by Japanese firms in the rest of the East Asia has been recovering. However, the existence of a financial system to realize optimal corporate governance is indispensable for the enhancement of direct investment. Namely, it is necessary to improve corporate profitability, and to distribute the increment of such profits between the host and the investor countries, in order to boost the welfare of the respective citizens, notwithstanding the type of foreign direct investment.     

Corporate Governance and the Information Content of Earnings Announcements: A Cross‐Country Analysis

Using firm‐level data from 23 developed markets, we document a positive association between overall firm‐level governance quality and the informativeness of earnings announcements measured by abnormal stock return variance. This finding is robust after controlling for the potential endogeneity of firm‐level corporate governance. Further analyses reveal that firms with strong governance show little evidence of earnings management, appoint Big 4 auditing firms, and attract analyst following, implying a positive link between strong corporate governance and the information quality of earnings announcements. Finally, there is some evidence that the relation between firm‐level governance and market reactions around the announcements exists only in countries characterized by a transparent information environment and strong legal investor protection.     

Corporate Governance and Corporate Bond Liquidity

Using a unique dataset of corporate bond trading information and corporate governance evaluation scores, this study examines the determinants of corporate bond market liquidity in Korea. In particular, this study explores whether corporate governance performance of a company influences liquidity of bonds issued by the company. The paper reports three important findings. First, the issue size and age of bond are important determinants of bond liquidity. Second, liquidity of corporate bonds is influenced by changes in macroeconomic conditions. Third, and most importantly, better corporate governance increases liquidity of corporate bonds. This result suggests that corporate governance is an important determinant of bond liquidity, as it lowers transaction costs by improving transparency and reducing asymmetry of information. This paper contributes to the literature by providing new evidence that corporate governance performance is an important determinant of liquidity in corporate bond markets.