The Development of Corporate Governance for Mergers and Acquisitions in Japan

概要

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The purpose of this paper is to study for how corporate governance in Japanese firms has developed more effective for M&A. Mandatory disclosure related to corporate governance have rapidly improved and established. However, the sensational case of Olympus for accounting fraud makes us to remember that Japanese firms have the weakness of corporate governance and audit as well as various disgraceful affairs in the past. Actually, overseas investors have thought that financial statements of Japanese firms without reliability since several frauds since 1990, which resulted in the problem of Legend Clause. Recently, several global M&A of Japanese companies are presented lively in foreign countries, but such M&A are abused by concealment of loss for many years of Olympus. The growing discussions about higher corporate governance made global markets to develop with the transparency of their accounting information. Thus, it is necessary for Japanese firms to enrich the financial information for corporate governance. We need to consider several of historical cases in Japan such as Sotoh and Yushiro that indicate the change of their positive disclosure to effective corporate governance after TOB attack.