The Japanization of American corporate governance? Evidence of the never-ending history for corporate law

• Main Author: PUCHNIAK, Dan W.
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2007
• Subjects: Comparative corporate governance; corporate governance convergence; corporate governance models; Japanese corporate governance; shareholder primacy; dispersed shareholding; hostile takeovers; main bank monitoring; concentrated shareholding; poison pill; staggered board; director primacy; Business Organizations Law
• Online Access: https://ink.library.smu.edu.sg/sol_research/4016; https://ink.library.smu.edu.sg/context/sol_research/article/5974/viewcontent/APLPJ_09.1_puchniak.pdf
• Institution: Singapore Management University

The debate over corporate governance convergence has been heated for years and has created a cottage industry of experts. It is premised on the false assumption that American corporate governance has reached the end of its evolution by adopting a shareholder primacy and dispersed shareholding governance model. This article demonstrates that American corporate governance continues to evolve and that as such the convergence debate is fundamentally flawed and not worth fixing. The point of this article is simple: there is no endpoint corporate governance model. There is no optimally efficient American model. There is no optimally efficient Japanese model. To be effective, corporate governance must adapt to fit its ever-changing environment. Certain combinations of governance mechanisms may work for certain periods of time. Change, however, will inevitably occur. When it does, how well a country’s corporate governance system adapts to its changed environment, not how well it adheres to any particular model, will determine its success.