Using an institutional and empirical approach, this book analyses the role of formal rules (law and regulations) and informal rules (norms, practices, and shared beliefs) in the Japanese economy. Through in-depth studies of corporate governance and finance, mergers and acquisitions, financial regulation, and markets for everything from venture capital to legal talent and organized crime, Milhaupt and West show that institutions play a crucial and heretofore overlooked role in the structure of the Japanese economy, which often is portrayed as being governed exclusively by interpersonal relations and bureaucratic fiat. The book demonstrates that despite outward appearances of a decade of stagnation in Japan, the formal and informal rules of the Japanese economy are changing significantly. The evidence suggests that in the mix of formal and informal rules that govern Japanese firms and set the incentive structure for other economic actors, law is gaining in importance. As these rules change, Japanese actors are responding, reshaping corporate governance and financial markets, eroding the bureaucracy's power.
This book's emphasis on the centrality of institutions, institutional change, and responses to change portray a Japanese economy far different from those provided by previous accounts. It provides a wealth of previously unexplored data on the Japanese economy and legal system, and demonstrates the importance of a sound incentive roadmap for Japan's economic recovery and transition.
Table of Contents
1. Introduction; 2. Corporate Law and Governance: Shareholder Derivative Suits; 3. Venture Capital; 4. The "Jusen" Problem; 5. Sokaiya; 6. Organized Crime; 7. Mergers and Acquisitions; 8. Lawyers and Bureaucrats; 9. Looking Ahead
Curtis J. Milhaupt is Fuyo Professor and Director of the Center for Japanese Legal Studies at Columbia University 1997-99 Professor of Law, Washington University in St. Louis 1994-1999 Associate Professor of Law, Washington University in St. Louis 1992-1993 Japan Foundation Fellow, University of Tokyo Faculty of Law 1989-1993 Attorney, Shearman & Sterling, New York/Tokyo Mark D. West is Nippon Life Professor and Director of the Center for Japanese Studies at the University of Michigan 1998-2003 Assistant Professor, University of Michigan 1997-1998 Abe Fellow, University of Tokyo Faculty of Law 1994-1998 Attorney, Paul, Weiss, Rifkind, Wharton & Garrison, New York/Tokyo 1993-1994 Law Clerk, The Honorable Eugene H. Nickerson, United States District Court, Eastern District of New York