Over the last quarter century, the landscape of Japanese corporate governance has been overhauled by a combination of domestic reform, financial collapse, and foreign influence. Amidst these changes, institutional investors have claimed a growing role within Japanese listed companies, not only as monitors of management but as crucial agents for corporate governance reform. In this new role, institutional investors have adopted a diverse array of strategies and tactics for their dealings with management. This paper explores the future contours of Japanese shareholder activism against the backdrop of Japan’s twenty-first century corporate evolution. In particular, it analyzes how Japan’s modern corporate governance regime alters the behavior of institutional investors, and in turn the nature of their engagements with management of Japanese companies. Due to recent changes in Japanese law, Japan’s current governance standards limit the effectiveness of “aggressive” institutional activists. Rather than encourage contentious, highly public battles between adversarial activists and target companies, Japan’s current regime limits the opportunities for investment available to aggressive institutional investors by encouraging constructive engagement between investors and management. Although the quest for profits will continue to influence the behavior of investors and managers, Japan’s current regime invites institutions to act not only as profit-seeking shareholders, but also as stakeholders invested in the long-term financial stability of listed companies.
Garrett L. Brodeur, Shareholders as Stakeholders: A Future Paradigm for Institutional Activism in Japan, 27 Duke Journal of Comparative & International Law 291-321 (2017)
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