Shareholder Activism and the Role of Independent Directors in Japan

87 Pages Posted: 6 Feb 2021

See all articles by Jeffrey N. Gordon

Jeffrey N. Gordon

Columbia Law School; European Corporate Governance Institute (ECGI)

Zenichi Shishido

Hitotsubashi University Graduate School of Law; Independent

Wataru Tanaka

Institute of Social Science, the University of Tokyo

Akitsugu Era

affiliation not provided to SSRN

Gen Goto

University of Tokyo - Graduate School of Law and Politics

Tsuyoshi Maruki

affiliation not provided to SSRN

Hirohiko Nakahara

Ministry of Economy, Trade and Industry (METI)

Yasunori Nakagami

affiliation not provided to SSRN

Sadakazu Osaki

affiliation not provided to SSRN

Junji Ota

affiliation not provided to SSRN

Hiroki Sampei

affiliation not provided to SSRN

Akira Tokutsu

Tohoku University; Tohoku University

Masao Yoshimura

affiliation not provided to SSRN

Date Written: January 10, 2020

Abstract

Activist shareholders and independent directors have significantly shaped corporate governance in the United States for the past few decades. In the United States, both phenomena have resulted in a distinct monitoring board that is often replicated across the globe. Currently, Japan is undergoing a new wave of shareholder activism and independent directors. How the country responds will determine how its corporate governance evolves. Bringing together a wide variety of researchers and practitioners, this conference looks at the changing Japanese response to both trends and offers many views on what it will mean for the development of its corporate law. The presentations, lectures, and panel discussions demonstrate that shareholder activism often creates value for the companies it takes hold of. Independent directors are also on the rise. Though different from independent directors in the United States, they are believed by many to be a positive development for Japanese businesses. Many also agree that both of these phenomena will develop in a way that is uniquely modified by Japan’s culture and social norms.

Keywords: Japanese corporate governance, hedge fund activism, institutional investors, independent directors

JEL Classification: K22

Suggested Citation

Gordon, Jeffrey N. and Shishido, Zenichi and Tanaka, Wataru and Era, Akitsugu and Goto, Gen and Maruki, Tsuyoshi and Nakahara, Hirohiko and Nakagami, Yasunori and Osaki, Sadakazu and Ota, Junji and Sampei, Hiroki and Tokutsu, Akira and Tokutsu, Akira and Yoshimura, Masao, Shareholder Activism and the Role of Independent Directors in Japan (January 10, 2020). Available at SSRN: https://ssrn.com/abstract=3752246

Jeffrey N. Gordon

Columbia Law School ( email )

435 West 116th Street
Ctr. for Law and Economic Studies
New York, NY 10027
United States
212-854-2316 (Phone)
212-854-7946 (Fax)

European Corporate Governance Institute (ECGI)

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

HOME PAGE: http://www.ecgi.org

Zenichi Shishido (Contact Author)

Hitotsubashi University Graduate School of Law ( email )

2-1-2 Hitotsubashi
Chiyoda-ku, Tokyo 101-8439
Japan
81-(0)3-4212-3148 (Phone)
81-(0)3-4212-3149 (Fax)

Independent ( email )

Wataru Tanaka

Institute of Social Science, the University of Tokyo ( email )

7-3-1 Hongo
Bunkyo-ku
Tokyo, 113-0033
Japan

Akitsugu Era

affiliation not provided to SSRN

Gen Goto

University of Tokyo - Graduate School of Law and Politics ( email )

7-3-1 Hongo Bunkyo-Ku
Tokyo, 113-0033
Japan

Tsuyoshi Maruki

affiliation not provided to SSRN

Hirohiko Nakahara

Ministry of Economy, Trade and Industry (METI) ( email )

3-1 Kasumigaseki, 1 Chome
Chiyoda-ku
Tokyo, 100-8901
Japan

Yasunori Nakagami

affiliation not provided to SSRN

Sadakazu Osaki

affiliation not provided to SSRN

Junji Ota

affiliation not provided to SSRN

Hiroki Sampei

affiliation not provided to SSRN

Akira Tokutsu

Tohoku University ( email )

Kawauchi 27-1, Aoba-ku
Miyagi Prefecture
Sendai, Miyagi 980-8576
Japan
+81-22-795-6190 (Phone)

Tohoku University ( email )

SKK Building, Katahira 2
Aoba-ku, Sendai, Miyagi 980-8577
Japan
0227956190 (Phone)
980-8576 (Fax)

Masao Yoshimura

affiliation not provided to SSRN

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