2016 年 51 巻 3 号 p. 27-48
The purpose of this paper is to examine the background factors behind “anomalistic” capital increases (hentai zoshi) by Japanese corporations during the interwar period. Hentai zoshi means capital increases by establishing another company and immediately merging it.
In most of previous researches, Commercial Code, which prohibited corporations from issuing new stocks before the shareholders pays full face value, has been considered as the background factor of hentai zoshi. However, the authenticity for the idea remains uncertain.
In this paper, we analyze the case of the merger between Meiji Sugar Manufacturing Company and Shin-Meiji Sugar Manufacturing Company in 1927, and attempt to demonstrate that not only Commercial Code but also business decision played an important role to choose rather hentai zoshi than other options of raising fund. The main findings of this paper are as follows.
1) Shin-Meiji Sugar Manufacturing Company was established by Meiji Sugar Manufacturing Company for the purpose of acquiring the production equipment of Toyo Sugar Manufacturing Company, which had affiliated with Suzuki & Co.
2) Stocks of Shin-Meiji Sugar Manufacturing Company were allocated to the shareholders of Meiji Sugar Manufacturing Company.
3) When Shin-Meiji Sugar Manufacturing Company was merged, the stocks of it were discounted 40 %. Moreover, the information of this discount was announced before the offering of the stocks.
4) One of the background factors of this hentai zoshi could be ascribed to Meiji Sugar Manufacturing Company's motives to discount overvalued assets.
5) The excellent condition of the business performance and the stock price allowed Meiji Sugar Manufacturing Company to implement this hentai zoshi.