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Part
III - “Zaibatsu” and “Keiretsu” -
Understanding Japanese Enterprise Groups
TOKYO
(KWR) -- This Article is Part III of a series that discusses
the origins of the Japanese corporate complexes and groups
that have characterized Japan’s modern economy. Part
I, explained the origins of pre-WWII zaibatsu. Part II, explained
the dissolution of the zaibatsu and the origins of current
company groups known as keiretsu. This Part III, will explain
typical structures of the current company groups.
Current Company Group Types: As explained
in earlier articles of this series, keiretsu is a vague
term. The company relationships in Japan that we often
hear referred to with this term are probably more diverse
in their structure than is generally understood. For
example, unlike the zaibatsu, current company groups
include not only vertical company relationships, but
also horizontal relationships tied together by capital,
and company groups tied by transactional rather than
capital relationships. These post-WWII intercompany relationships
generally can be categorized into three groups:
(i)
the “Big Six” enterprise complexes (Mitsui,
Mitsubishi, Sumitomo, Fuyo, Sanwa and Dai-ichi Kangyo,
known as the Rokudai Kigyo Shudan in Japanese); provided
that some these groups have intermingled during the recent
restructuring of the banks and banking systems in Japan;
(ii) vertical company groups, which are held together by capital ties and
are typical of large manufacturer company groups; and
(iii) companies tied to groups by business relationships, such as assembler
- supplier relationships.
The
Big Six – Typical of the Horizontal Type: The
Big Six constitute what many people think of when the
term keiretsu is mentioned. These company groups are
said to typify the horizontal-type keiretsu because
the group’s business interests extend into diverse
fields. Over the years these groups have been characterized
by stable vertical cross-shareholding relationships,
horizontal affiliations that reach to diverse markets,
and possession of large-scale economic resources. Shareholding
and other ties of affiliation may be held together
through strategies such as cross-stockholding, the
dispatch of executives and regular meetings of the
companies’ presidents (shacho kai).
Common denominations of the Big Six include that each has (or had) a central
city bank, general trading company, and insurance company within the complex.
It remains to be seen how the recent consolidation of these banks, trading
companies and other institutions will affect the longstanding ties within
these complexes going forward.
The Big Six have historically had great influence upon the Japanese economy.
A 1992 study of the Big Six indicated that while only 0.007% of the registered
corporations in Japan were members of the Big Six, this small percentage
of the company population controlled 19.29% of the capital, 16.56% of total
assets, and 18.37% of sales revenue among such corporations. The typical
percentage of intra-group stockholdings among companies in the Big Six
has been calculated at approximately 20%. Traditionally, approximately
one-third of the cross-shareholding relationships have been coupled with
not only capital ties but also transactional business relations. A large
number of the vertical company groups (explained below) are also found
to be aligned within the Big Six.
Vertical Company Groups: The typical
vertical company group is held together in an umbrella-like
form with a large-scale enterprise at its apex.
In contrast to the zaibatsu and Big Six, the scope
of business of these vertical company groups tends
to be more closely connected to the original industry
of the leading enterprise. Matsushita, ITOCHU,
Hitachi, Toshiba, NTT, Tokyo Electric Power and
Toyota could be pointed out as examples of this
type of vertical company group.
In addition to capital ties, long-term contracts, financial and technological
support have all been more or less a part of the foundation that holds
together these company groups. Spin-offs have in certain cases led to the
expansion of these groups whereby individual plants or divisions became
separate legal entities, which entities remained wholly-dependant upon
the leading enterprise. One study indicated that in 1995 the largest 30
groups were comprised of approximately 12,577 subsidiaries and affiliated
entities.
Overview and Summary: It has been
said that the extent of control that members of
keiretsu actually hold over other members is difficult
to quantify. Some have pointed out that the relationships
of control are not necessarily unilateral because
subsidiary companies have also been known to exercise
de facto influence over parent companies; for example,
as suppliers of production units. It may, therefore,
be an over-simplification to view the keiretsu
as simply top-to-bottom relationships. There can
be no doubt, however, that the financial, technological,
transactional and managerial ties among companies
in the Big Six and the vertical company groups
have had a central role in defining not only the
economic landscape within Japan but also the advance
of Japanese interests overseas.
As a result of recent consolidation in the Japanese market, there is some
speculation that the ties that bind company groups in Japan could be loosening.
Foreign investors hope that this phenomenon will provide opportunities
for foreign financial investors, lenders, foreign suppliers of goods and
services, etc., to develop business relationships with companies who previously
tended to transact primarily with their corporate groups. If these hopes
become reality, the ability of foreign investors and suppliers to offer
better prices, innovative solutions, quality, etc., will be important in
markets where relationships were once the supreme competitive advantage.
If the traditional ties among company groups continue to weaken, the need
for consolidation and rationalization of supplier relationships, etc.,
may also lead to domestic and strategic foreign M&A opportunities as
the members of corporate groups seek to consolidate to meet the requirements
of an increasingly competitive market place.
This is the last of a three-part series that provided a summarial overview
of a topic that has filled volumes. Readers interested in recent works
on the history and function of Japanese corporate groups might be interested
in the following books and articles:
-
Beyond
the Firm (Business Groups in International and Historical
Perspective), edited by Takao Shiba and Masahiro Shimotani
(Oxford 1997)
-
The
Japanese Firm (Sources of Competitive Strength), edited
by Masahiko Aoki and Ronald Dore (Oxford 1994)
-
The
1997 Deregulation of Japanese Holding Companies, Vol.
8 Pacific Rim Law & Policy Journal, No.2 by Andrew
H. Thorson and Frank Siegfanz (1999 Pacific Rim Law & Policy
Journal Association)
The
views of the author are not necessarily the views of
the firm of Dorsey & Whitney LLP, and the author
is solely and individually responsible for the content
above.
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