日本型スピンオフ戦略の形成プロセスと論理 : 日本陶器合名会社の事例分析
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概要
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In this paper, we explore the formation process for a type of governance mode known as the Japanese spinoff strategy, which is a prominent form of strategic behaviour among Japanese firms. Further, we reexamine the previous explanations on the logic behind the Japanese spinoff strategy by conducting a case analysis of Nippon Toki Gomei Kaisha (Nitto). Why do Japanese firms spin off new businesses with future growth potential? The main premise of the explanation provided by Ito (1995) hinges on the transaction costs theory. In this paper, we conclude that the major factor behind the Nitto corporate split was disputes within the management. For companies at that time, the majority capital that usually represented the ownership rights was not an effective means for resolving disputes. In other words, Japanese companies, as a nature of firms, were considered to be units of cooperative work undertaken by individuals with personal common stake. We named such personal relationship as "human association", and suggest corporate splits occurred because of the nature of firms as human associations. However, the nature of firms as human associations was not the direct factor for the formation of the Japanese spinoff strategy; rather, it was the premise upon which external capital was gathered or rallied to form the particular governance mode known as the Japanese spinoff. Investments in this mode of governance did not adopt the conventional form whereby the majority capital is linked directly to corporate control. If investments had been linked to corporate control in the conventional sense, companies could well have split again as a result of disputes. To avoid a situation detrimental to the survival and growth of firms, a form of investment was created that entailed providing funds without seeking control. The aim of these investors was to purely monitor and, where necessary, influence the management through dispatching officers. The Japanese spinoff strategy could be characterized as a radical managerial innovation enabling the creation of inter-firm cooperative arrangements premised on the basic nature of Japanese firms as human associations.
- 日本経営学会の論文
- 2008-10-10