二つのグローバル化と企業統治改革

一九九三年から二〇〇二年の商法改正の分析

抄録

Globalization has been said to limit governments' autonomy in economic policymaking. This article distinguishes two faces of globalization —globalization of finance and that of production— and shows how they actually affect economic polices, using the example of corporate governance reform in Japan.
Existing literature on the effects of globalization stresses the impact of financial globalization and the pressure from international investors on domestic economic policies. According to conventional wisdom, governments are forced to implement neoliberal policies in order to attract footloose capital. This article finds, however, that globalization of production works differently from that of finance, strengthening the positions of corporate managers rather than investors.
The dynamics of globalization of production played an important role in the case of corporate governance reform in Japan between 1993 and 2002. Globalization of finance leads to “monitoring enhancing amendments” of corporate governance laws, which strengthen outside monitoring of management, to realize the interests of shareholders. Globalization of production promotes “flexibility enhancing amendments” to give greater flexibility to companies in choosing corporate structure and deal mechanics, as well as more autonomy from shareholders at least in the short run. In the Japanese cases, corporate governance reform was mainly promoted by the top business organization, Keidanren, and, as such, placed emphasis on “flexibility enhancing amendments.” The concern for international competitiveness in globalizing markets drove business leaders to demand policies that would allow greater flexibility in management, such as the introduction of stock option system, and measures to facilitate corporate spin-offs and to enable retention of treasury stock. The Ministry of International Trade and Industry (MITI, renamed into the Ministry of Economy, Trade and Industry in 2001) shared the concern for competitiveness of Japanese companies and worked in collaboration with the business community to implement such reforms. The Liberal Democratic Party (LDP) was another important player to promote such measures. Among those reforms, the most controversial ones were initiated by LDP politicians, not by the government, in the legislative process.
On the other hand, some important measures of “monitoring enhancing amendments” were also introduced. The Commercial Code revision of 1993 strengthened auditors' power and facilitated stockholder derivative lawsuits. The Commercial Code revision of 2002 enabled large corporations to adopt a US-style system of corporate governance, which uses three committees that include outside directors to make important business decisions. Those reforms were driven mainly by ideational motivations rather than direct pressure from international capital markets. The Ministry of Justice and its Legislative Reform Council, mostly composed of law scholars, took initiative to realize this type of reforms.