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This volume contains papers presented at the Second International Workshop on Japanese Syntax, held at Stanford University in March 1986. The topic of syntax is broadly construed as covering discourse phenomena and the interface between morphology and syntax. No index. By exploring the cultural history and economic logic underlying business relationships in Japan, Kester provides a fresh interpretation of Japanese behavior in the global market. Annotation copyrighted by Book News, Inc., Portland, OR

Tabla de contenidos provista por Syndetics

• Preface(p. xi)
• Acknowledgments(p. xix)
• 1 Introduction(p. 1)
• Tokyo, 1987(p. 1)
• New York, 1989(p. 2)
• A New View of Japanese M&A Activity(p. 4)
• Japanese Corporate Governance and the Market for Corporate Control(p. 5)
• Testing the M&A Waters(p. 7)
• The Japanese Reluctance to Combine(p. 8)
• A System Under Stress(p. 13)
• Toward a New Japanese Market for Corporate Control(p. 17)
• Part I Relationship Management Versus Asset Ownership
• 2 Stakeholder Conflict and the Evolution of the Japanese Corporation(p. 21)
• The Early Governance of Business Relationships(p. 23)
• Industrial Crossroad(p. 29)
• The Emergence of a Modern Japanese Industrial Enterprise(p. 34)
• Stakeholder Conflict: Labor versus Management(p. 40)
• Corporate Paternalism: A Modern Covenant Among Stakeholders(p. 45)
• Summary(p. 49)
• 3 Japanese Corporate Governance(p. 53)
• Reciprocal Shareholding and Trading Agreements(p. 54)
• Trust and Implicit Contracting(p. 62)
• Safeguards Against Opportunism(p. 67)
• Growth and the Parity of Stakeholder Claims(p. 75)
• Japanese Industrial Groups: Half Company, Half Market(p. 80)
• 4 The Japanese Market for Corporate Control(p. 83)
• The Creation of Nippon Steel(p. 85)
• Japanese Merger Motives(p. 94)
• Japanese Dealmaking(p. 95)
• Laws and Regulations Governing Japanese Combinations(p. 97)
• Corporate Governance and the Attenuation of Domestic Japanese Takeovers(p. 104)
• 5 Japanese Corporations as Global Bidders(p. 109)
• Dainippon Ink and Chemicals(p. 113)
• Sony Corporation(p. 118)
• Bridgestone Corporation(p. 123)
• Nippon Mining Company, Ltd.(p. 127)
• Industrial "White Samurai"(p. 131)
• 6 Foreign Bidders and Japanese Targets(p. 137)
• The Merck-Banyu Combination(p. 141)
• Corporate Ownership as an Alternative to Contractual Relationships(p. 151)
• The Limited Availability of Attractive Japanese Companies(p. 154)
• Japanese Price-Earnings Multiples(p. 155)
• The Negotiating Process in Japan(p. 160)
• Reciprocity in the Market for Corporate Control(p. 163)
• Part II Advent of Change
• 7 Restructuring and Recontracting(p. 169)
• Nippon Steel(p. 170)
• 8 The Globalization of Finance and the New Performance Orientation of Stable Shareholders(p. 187)
• The Emergence of Modern Corporate Finance in Japan(p. 188)
• The Buildup of Financial Stock(p. 189)
• Recontracting with Financial Institutions(p. 194)
• 9 The Hidden Costs of Success(p. 219)
• Modern Uses of Cash(p. 221)
• 10 Contests for Control in Japan(p. 237)
• The Case of Fujiya Co., Ltd.(p. 239)
• Financial Gain versus Social Legitimacy(p. 244)
• Hostile Bids by Foreigners(p. 254)
• Contested Takeovers in Japan?(p. 260)
• 11 Global Players, Western Tactics, Japanese Outcomes: The New Japanese Market for Corporate Control(p. 263)
• Tokyo, 1997(p. 263)
• Corporate Governance: The Decisive Determinant of Japanese M&A Activity(p. 269)
• Stresses Fostering Change(p. 272)
• Change Without Convergence(p. 275)
• Bibliography(p. 281)
• Glossary(p. 285)
• Appendix(p. 289)
• Index(p. 293)

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CHOICE Review

Kester (Harvard Business School) is the author of several articles on the topic of Japanese financial management. His current book is a path breaker, centered on seven case studies. The author tests Japanese mergers and acquisitions (M&A) against the backdrop of two broad theoretical explanations, that of transaction-cost economics, and that of agency theory. He finds the interests of the stakeholders in corporations (management, labor, shareholders, servicing banks, and even contracting parties, whether buyers or sellers, to be important, and reveals management as increasingly showing its latent self-interest--to the disadvantage of the residual stakeholders. Various characteristics of M&As are identified and discussed in their dynamic context. The book has a clear exposition, good bibliography, and is based on penetrating insights into the Japanese way of doing business and engaging in mergers, including the shadowy issues of greenmailing, yakuza (gangsters), shite (stock cornering), and similar questions. Some concepts are not defined or explained. Kester espouses belief in a limited convergence with American and European M&A; Carl Icahn and T. Boone Pickens are each mentioned only once without receiving more attention. Recommended for all business collections. -B. Mieczkowski, Ithaca College

Notas de autor provistas por Syndetics

W. Carl Kester, teaches finance in Harvard Business School's MBA and Executive Education Programs. He joined the Harvard faculty in 1981, where he currently serves as Senior Associate Dean and Chairman of the MBA Program