Abstract
The management model in US-Based MNCs is in transforming towards what defined as transnationalization model. In oversea subsidiaries in US-based MNCs, especially for Japanese subsidiaries that have evolved to make decisions by themselves independently, it is becoming problematic and difficult to accept MNCs' requirement to negotiate for additional resources or support especially for decision is made locally. Therefore, it is required to re-confirm about negotiation procedure within transnationalizing US-based MNCs by Japanese subsidiaries for their owned decision-making. In theory, this article is relied on Luhmann's social system theory, as "systems of communications" focusing on "meaning". Because transnationalization affect communications within MNCs; multi-centered and negotiation based decision-making. Through HP Japan case study, we found the hypothesis of the process as followings; (1) Internal embeddedness in operational previously as fundamental, (2) accurately "semantization", (3) Visualization to get recognition and approval, (4) Rationalization after-the-fact, (5) developing competitive capability through initiative-taking with rationalized "semantization", (6) finding other rationalisable "semantization" through initiative-taking as above, (7) updated or reinforced with rationalization on other "semantization". The key findings are that negotiation in diversified MNCs enables to lead rationalization in varieties of context or values ("semantization"), and not only capability development but also visualization and Strategic Internal Embeddedness will be important to reinforce rationalizations. In addition, for such rationalization to happen, intention of Visualization and deep "Operational Internal Embeddedness" are important prerequisites for oversea subsidiaries.