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Corporate Governance in ContextCorporations, States, and Markets in Europe, Japan, and the US$
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Klaus J. Hopt, Eddy Wymeersch, Hideki Kanda, and Harald Baum

Print publication date: 2005

Print ISBN-13: 9780199290703

Published to Oxford Scholarship Online: March 2012

DOI: 10.1093/acprof:oso/9780199290703.001.0001

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Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance

Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance

(p.53) Historical Pathways of Reform: Foreign Law Transplants and Japanese Corporate Governance
Corporate Governance in Context

Curtis J. Milhaupt

Oxford University Press

This chapter focuses on three foreign transplants related to the Japanese board of directors: the duty of loyalty governing Japanese directors [chûjitsu gimu], the executive officer system [shikkô yaku], and the option to adopt a US-style board committee structure featuring independent directors [iinkai-tô setchi geisha]. Of the three transplants, the most attention is devoted to the last, because the committee system option is the most recent transplant example, and as such, offers a possible glimpse of future developments. The chapter proceeds as follows: Part I provides some historical and legal background for the ensuing analysis, focusing on how the political economy interacted with the corporate law in the postwar period. Part II describes the three transplants in the context of postwar Japanese economic history and analyses how the transplants have – and have not – been utilised in Japanese corporate governance. Part III concludes with some observations on the future of Japanese corporate governance and some general comments on the transplant phenomenon.

Keywords:   directors, loyalty, corporate law, executive officer, political economy

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