Japanese Takeovers: The Global Contest for Corporate Control PDF
Preview Japanese Takeovers: The Global Contest for Corporate Control
THE GLOBAL CONTEST FOR CORPORATE CONTROL HARVARD BUSINESS SCHOOL Japanese TAKEOVERS Although much has been reported about the increase in Japanese merger and acquisition activity,Japanese Takeovers is the first compre- hensive study ofthis modern global trend. Carl Kester delves beneath conventional wisdom about Japanese corporate acquisitions to pre- sent the reader with a fresh interpretation of Japanese behaviorin the global marketforcor- porate control. His work offers an historically informed and economically acute perspective that will help Western managers proceed with greater confidence in this unfamiliar, rapidly changing territory. By exploringthe economiclogicunderlying the managementofstrategically importantbusi- ness relationships, Kester builds a compelling newparadigmofJapanesecorporategovernance thatsupplants simplisticcultural or"Japan Inc." explanations ofJapanese takeover activity. He argues thatJapan has nothad an active market for corporate control because ithas notneeded one. Japanese companies prefer building and managing long-term business relationships with otherfirms to owning them outright.This is true even overseas. Kester shows thatrecent Japanese cross-bordertakeovers have been trig- gered morebytheneedtodefendvaluablebusi- ness relationships than by a surge in bidding power. Financial liberalization will further inte- grateJapan intothe global marketforcorporate control and increase Japanese use of Anglo- American takeover tactics. But Kester cautions against oversimplification. The economic advantages inherent in the Japanese corporate governance system will inhibita complete con- vergence of Japanese and Western M&A mar- kets. Successful M&A dealmakingwith Japanese JAPANESE TAKEOVERS JAPANESE TAKEOVERS The Global Contest for Corporate Control W CARL KESTER HARVARD BUSINESS SCHOOL Harvard Business School Press Boston, Massachusetts © 1991 bythePresidentandFellows ofHarvardCollege Allrights reserved. PrintedintheUnitedStates ofAmerica. 95 94 93 92 91 5 4 3 2 1 Thepaperusedinthispublication meetstherequirements oftheAmericanNational StandardforPermanence ofPaperforPrintedLibraryMaterials Z39.49-1984. LibraryofCongress Cataloging-inPublicationData Kester,W. Carl. Japanesetakeovers : theglobalcontestforcorporatecontrol/W. CarlKester. p. cm. Includesbibliographicalreferences andindex. ISBN 0-87584-235-6 (hardcover acidfreepaper) : — 1. Consoli—dation andmergerofcorporations Japan. 2. Corporate governance Japan. 3. Corporations,Japanese. I. Title. HD2907.K45 1990 338.8'3'0952—dc20 90-40430 CIP To my wife, Jane, and ourchildren, Kelsey, Eric, andKirsten
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