友好的效率:日本公司治理在没有敌意收购的情况下再次成功

Dan W. Puchniak
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引用次数: 5

摘要

人们普遍认为,敌意收购是建立有效公司治理体系的先决条件。这种假设是错误的。自新千年以来,日本已经从现代经济史上最大的经济崩溃的边缘转变为目前处于战后最长的经济扩张时期(2002-2007)。这种惊人的复苏是在没有任何一家日本大公司被成功敌意收购的情况下实现的。忠实于其战后传统,日本企业通过政府干预、银行驱动的资本重新配置以及精心策划的友好合并成功地进行了重组——这与以敌意收购为前提的美国公司治理模式截然相反。考虑到在最近的复苏期间,敌意收购的市场条件接近最佳状态,日本最近的复苏中明显没有出现敌意收购,这一点尤为引人注目。几乎所有日本针对敌意收购的“特殊障碍”(例如,稳定的股权,对敌意收购的文化厌恶,以及低效的收购法律)表面上都被拆除了,而且相当一部分日本上市公司的破产价值远远高于它们的累计股价。对许多专家来说,日本似乎是敌意收购的乌托邦。然而,尽管存在有利于敌意收购的环境,但在日本经济复苏期间,从未出现过一次成功的敌意收购。日本独特的公司治理体系——终身雇佣制以及政府和银行的影响力——培育了精心策划、友好(而非敌意)的并购,将其作为重组的重要力量。这一点很重要,因为它证明了全球化时代的“友好效率”。其他国家可以再次将日本独特的公司治理体系视为美国基于敌意收购的公司治理模式的可行替代方案。
本文章由计算机程序翻译,如有差异,请以英文原文为准。
The Efficiency of Friendliness: Japanese Corporate Governance Succeeds Again Without Hostile Takeovers
It is widely assumed that hostile takeovers are a prerequisite for an efficient system of corporate governance. This assumption is false. Since the new millennium, Japan has transformed itself from being on the brink of one of the largest economic meltdowns in modern economic history to currently being in the midst of its longest period of postwar economic expansion (2002-2007). This astounding recovery was achieved without a single successful hostile takeover of a major Japanese company. True to its postwar tradition, corporate Japan has successfully restructured through government intervention, bank-driven reallocation of capital, and orchestrated and friendly mergers — the antitheses of the American corporate governance model, which is premised on hostile takeovers. The conspicuous absence of hostile takeovers in Japan’s recent recovery is particularly remarkable considering that, during the recent recovery, market conditions for hostile takeovers were close to optimal. Almost all of Japan’s “idiosyncratic barriers” to hostile takeovers (i.e., stable shareholdings, a cultural aversion to hostile takeovers, and inefficient takeover laws) were ostensibly dismantled, and the bust-up values of a substantial percentage of Japan’s listed companies were considerably more than their cumulative stock price. To many experts, Japan appeared to be a utopia for hostile takeovers. Yet despite the pro-hostile takeover environment, there has never been a successful hostile takeover bid during Japan’s period of economic recovery. Japan’s unique system of corporate governance — lifetime employment and the influence of the government and banks — has fostered orchestrated and friendly (but not hostile) M&A as a significant force for restructuring. This is important because it provides evidence of “the efficiency of friendliness” in the era of globalization. Other countries can once again look to Japan’s unique system of corporate governance as a viable alternative to the American corporate governance model based on hostile takeovers.
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