Join us in reading this book The Only Way to Survive for Japan, subtitled "Corporate governance is sure to save our country." Although this book mainly focuses on corporate governance, it broadly covers governance as a whole. Peppered with real-life examples of successes and failures, the book is also a primer on the rules and cautions of corporate governance in Japan.
Below, the date of publication is listed next to the chapter names. As each section of a chapter is published, it will be hyperlinked to the Table of Contents for ease of access.
Find all published chapters at 'The Only Way to Survive for Japan'
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The Only Way to Survive for Japan
Preface (September 24)
The Only Way to Survive for Japan: Corporate Governance is Sure to Save Our Country
A Careful Selection
Where Will Governance Reform Lead Us?
What Happened to Japan?
Growing Up After the Great War in Showa
Postwar Education
'Toe-to-Toe With the World'
Enter the Bubble Economy
My Anonymous Column
Why the Lost Decades?
A Young Sailor on the 'Yamato'
The Great War in Showa
Table of Contents (September 27)
Table of Contents
Chapter 1.1: Governance of Corporations (September 27)
Outside Directors or Audit & Supervisory Board Members
Clarify the Position of Executive Officer Concerns About a Trend to Employ Outside Directors Just to Make Up the Number
Establish the Ideal Corporate Governance System
Chapter 1.2 Governance of Corporations: The Age of Outside Directors (October 1)
Evaluation of the Performance of the Board
Protection of Whistleblowers and Outside Directors
Entering the Age of Outside Directors
The Change of Top Executives and Outside Directors
Stock-based Compensation for Officers
Chapter 1.3 Governance of Corporations: What Are Outside Directors For? (October 4)
Necessity of Reconsidering the Consultant System
The CGS Guidelines
Creation of Workable Auditing
Provision of Information to Outside Directors
What are the Duties of an Outside Director?
Chapter 1.4 Governance of Corporations: Avoiding the Scandals (October 9)
The Financing Scandals of Suruga Bank Ltd
Objectivity and Transparency of the Board’s Succession Planning
Nissan’s Governance
Regulation of the Process to Re-determine the Compensation Paid to Directors
'Quantity' and 'Quality' of Outside Directors
Chapter 1.5 Governance of Corporations: 'Plowing the Field and Forgetting the Seeds' (October 11)
Listing of a Parent Company and its Subsidiary and Independent Outside Directors
The Resignation of Mr Saikawa and Outside Directors
Promotion of Practicality of Outside Directors
Not Formality but Practicality is All That Matters
Chapter 1.6 Governance of Corporations: Presidents and Stakeholders (October 15)
The Selection of the President by Outside Directors
A Startup and Outside Directors
Who Chooses the Successor to the Top Executive?
A Quota System for Leaders
Chapter 1.7 Governance of Corporations: Progress at a Tortoise's Pace (October 18)
Is 'The Lost Three Decades' Lurching Toward the Lost Five Decades?
Outside Directors and the Media
Managerial Accountability of Outside Directors
The Tortoise’s Pace
Chapter 2: Governance for Workers
Chapter 2.1 Governance for Workers (October 22)
What If a Company Keeps Letters of Resignation?
Why Pay High Compensation to Directors?
Repercussions Caused by the Disclosure of the Scourge of Shoplifting
Intervention in Business Affairs
Chapter 2.2 Season of Corporate Governance (October 25)
Season of Corporate Governance
Improvement of Working Conditions for Non-Regular Employees
How About Promoting the Early Bird Shift?
Chapter 2.3 Corporate Tensions (October 29)
Extradition May Happen Because of a Cartel's Accusation
Tension Between Renault Group and the French Government
2.4 Conflicts and Pressure (November 1)
Conflicts with the Founding Family
Higher Compensation for Directors and Corporate Governance
The Impact of Mr Trump
2.5 Foundations and Overseas Subsidiaries (November 5)
Problems Involving Incorporated Foundations
Governance of Overseas Subsidiaries
A Certification Regime for Corporate Whistleblowing Systems
2.6 Governance and the MBO Guidelines (November 8)
Outside Directors and the MBO Guidelines
Illegal Sales of Postal Insurance by Japan Post Insurance Co, Ltd, and Its Governance
The Coronavirus Pandemic and Diversity
2.7 Challenges for Directors and Old Leaders (November 12)
The Issue Regarding Indemnification for Director Compensation of Kansai Electric Power Co, Inc
The Coronavirus Pandemic and Employment
Vulnerability of Old Leaders
2.8 Reform and Autocratic Leaders (November 15)
Contingent Circumstances and Autocratic Leaders
Governance Reform of Kansai Electric Power Co, Inc
Corporate Governance and Workers’ Perspectives
Chapter 3: Governance to Attract Investors
3.1 Reasonable Pressure on Corporations (November 19)
Significance of Relisting
Requirements for GPIF (Government Pension Investment Fund)
Reasonable Pressure on Corporations
3.2 What Benefits Shareholders? (November 22)
Preferential Treatment for Long-term Investments
The Interests of Shareholders Over Family Feuds
The Future of Anti-takeover Devices
Will Class Shares Be Established in Japan?
3.3 Turmoil and Takeovers (November 26)
Looming Crises of Hostile Takeovers
Turmoil of Cookpad Inc and ISS
Emergence of Short-Selling Funds
Preferential Treatment for Long-term Holders of Shares
3.4 Shares: Finding the Right Formula (November 29)
Delisting
Exercise of Voting Rights by Institutional Investors
Dialogue Between a Company and Its Shareholders
A Step Forward Toward the Age of ESG
'Dialogue' Over Cross-shareholding
3.5 Into the Age of Activists (December 3)
Into the Age of Activists
'Activists' and Corporate Value
Activists of Increasing Importance
Acquisition of Descente Ltd Through a TOB by Itochu Corporation
A Hostile TOB by HIS
3.6 Ramifications of Changes to Laws and Stock Ownership (December 6)
Ramifications Caused by the Revision to the Foreign Exchange and Foreign Trade Act
Acquisition of 100% Ownership of a Listed Subsidiary
Takeover Defense and Independent Outside Directors
The COVID-19 Crisis and Activists
3.7 Scandals and Takeovers (December 10)
Delisting and Governance
Majority Shareholders and Hostile Takeovers
Acquisition of 100% Ownership of NTT Docomo, Inc
The Attitude of Playing Down Shareholders and Scandals
3.8 Dialogue with Shareholders (December 13)
The Prime Market and Cross-shareholding
Governance in Unlisted Companies
Shareholders’ Proposals and Dialogue with Shareholders
Chapter 4: Corporate and National Governance
4.1 Governance at Toshiba and Nagatacho (December 17)
Toshiba’s Governance and Our Country’s Governance
Authority of Third-Party Committees
Toshiba and Institutional Investors
An Overseas M&A: The Root Cause of Failure
4.2 Learning from Toshiba (December 20)
Training for Outside Directors
Kobe Steel, Ltd, and the Failure to Learn From 'Toshiba'
Activists in the Future
4.3 Analyzing and Preventing Scandals (December 24)
Toshiba, the Ministry of Economy, Trade and Industry, and the Media
My opinion of Toshiba’s Scandal
Outside Directors and Prevention of Scandals
Conclusion (December 27)
Conclusion
Follow the book from Chapter 1, as it is published.
The founding partner of Ushijima & Partners, lawyer Shin Ushijima has an enormous wealth of experience in international transactions, mergers, and acquisitions, dispute resolution, system development, anti-monopoly law, labor, and tax law. Concurrently, he heads an NPO called the "Japan Corporate Governance Network." And in his leisure moments, he writes fiction. Additional details on Shin Ushijima's career, awards, publications, and more are available at his website: Ushijima & Partners, Attorneys-at-Law.
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