Johnston, Andrew and Miyamoto, Kohei (2023) Independent directors and team production in Japanese corporate governance. Asian Journal of Law and Society, 10 (2). pp. 272-305. doi:10.1017/als.2022.22 ISSN 2052-9015.
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Abstract
Independent directors (IDs) in listed Japanese companies have gradually increased with the transplant of the Western model of the monitoring board. In practice, however, IDs act more like the mediating hierarch in team production theory than the agent of the shareholders, albeit with a number of differences from Blair and Stout’s seminal model. Japanese IDs mediate formally and informally, resolving “vertical disputes” between groups of executives as they contest control of the company. Given the norm of lifetime employment, such ‘vertical’ disputes are common in Japanese companies and are economically significant, since failure to resolve them can result in destruction of firm specific human capital. The article explores the scope for mediating hierarchy in Japanese law and corporate governance practice, then develops three case studies which highlight the role played by IDs. Their practice is shaped by and supports social norms that emphasise the importance of continuity in team production.
| Item Type: | Journal Article |
|---|---|
| Subjects: | H Social Sciences > HD Industries. Land use. Labor |
| Divisions: | Faculty of Social Sciences > School of Law |
| Library of Congress Subject Headings (LCSH): | Corporate governance -- Japan, Teams in the workplace -- Japan, Outside directors of corporations |
| Journal or Publication Title: | Asian Journal of Law and Society |
| Publisher: | Cambridge University Press |
| ISSN: | 2052-9015 |
| Official Date: | June 2023 |
| Dates: | Date Event June 2023 Published 14 September 2022 Available 18 January 2022 Accepted |
| Volume: | 10 |
| Number: | 2 |
| Page Range: | pp. 272-305 |
| DOI: | 10.1017/als.2022.22 |
| Status: | Peer Reviewed |
| Publication Status: | Published |
| Re-use Statement: | This article has been published in a revised form in Asian Journal of Law and Society https://doi.org/10.1017/als.2022.22. This version is free to view and download for private research and study only. Not for re-distribution, re-sale or use in derivative works. © The Author(s), 2022. Published by Cambridge University Press on behalf of Asian Journal of Law and Society. |
| Access rights to Published version: | Open Access (Creative Commons open licence) |
| Date of first compliant deposit: | 21 March 2022 |
| Date of first compliant Open Access: | 22 March 2022 |
| Related URLs: | |
| URI: | https://wrap.warwick.ac.uk/163943/ |
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