Law Articles

In the US, a number of top companies have been openly flogged for frauds by regulators.  Why not in India? SEBI has failed in vigilance and online surveillance. It has failed to pre-empt market crises. Decision making in SEBI is still long drawn and process driven, rather than objective driven.

Given that all these blunders are part of the regulator’s website, it is serious embarrassment that needs to be addressed quickly; especially if SEBI wants to be considered among the world’s leading regulators. Ideally, it must rebuild EDIFAR from scratch and also revamp the main SEBI website in the process.  

This article courtesy of SSRN - Legal Scholarship Network and authored by J. MARK RAMSEYER and YOSHIRO MIWA.

 Abstract:     
According to modern contract theory, how firms structure their trading patterns and governance structures will depend both on the size of any relationship-specific investments they make, and on the feasibility of detailed contracts. Suppose contracts are hard to draft and enforce, but firm A must invest heavily in a capital asset whose value depends on A's continued trades with firm B. If A makes this investment on its own, B may try to restructure opportunistically the terms of the contract ex post. To mitigate the risk of such hold ups, predict contract theorists, A and B may negotiate a variety of governance mechanisms they would not otherwise choose. In the extreme, they may even decide to merge.

The puzzle to this theory is less in its logic. It is more in its empirics. Over the past two decades, scholars have looked hard for evidence of governance arrangements driven by large relationship-specific investments. Although they find some evidence of such arrangements in idiosyncratic industries like public utilities, aerospace, and defense, they find less evidence in more "ordinary" industries. Within this context, the Japanese automobile industry has played an important symbolic role: an "ordinary" industry thought to be structured by extra-contractual governance arrangements driven by substantial relationship-specific investments.

In this article, we re-evaluate that ordinary industry. Despite examining a variety of data on ties among suppliers and assemblers, we find less evidence of large relationship-specific investments than most accounts imply, and less evidence of extra-contractual governance arrangements driven by such investments. Perhaps, we suggest, the time has come to reconsider whether relationship-specific investment theory explains quite as much as we have thought. 

Please visit the author's link for the full text article.

This article courtesy of SSRN - Legal Scholarship Network and authored by YOSHIRO MIWA and J. MARK RAMSEYER.

 Abstract:     
In the 1950s and 60s, Alexander Gerschenkron claimed that banks facilitate economic growth among "backward" countries. In 1990s and 2000s, many theorists similarly claim that banks promote growth. Banks do so by their superior monitoring and screening capabilities, they reason. Through those capabilities, banks reduce informational asymmetries and the attendent moral hazard and adverse selection, and thereby improve the allocation of credit.

As a fast-growth but allegedly bank-centered economy, Japan plays an important part in these discussions of finance and growth. In early 20th century Japan firms relied heavily on bank debt, observers argue. Those firms with preferential access to debt outperformed the others, and those that were part of the zaibatsu corporate groups obtained that preferential access through their affiliated banks.

With data from the first half of the century, we ask whether Japanese banks performed the roles Gerschenkron and modern theorists assign them. Notwithstanding the usual accounts, we find that they did not. Japan was not a bank-centered economy; instead, firms relied overwhelmingly on equity finance. It was not an economy where firms with access to bank credit outperformed their rivals; instead, firms earned no advantage from such access. And it was not a world where the zaibatsu manipulated their banks to favor affiliated firms; instead, zaibatsu banks loaned affiliated firms little more (if any) than the deposits those firms had made with the banks. During the first half of the last century, Japanese firms obtained almost all their funds through decentralized, competitive capital markets.

This article courtesy of SSRN - Legal Scholarship Network and authored by YOSHIRO MIWA and 
.

 Abstract:     
In several fields, modern academics trumpet the contingency of social science and the indeterminacy of institutional structures. The Japanese experience during the first half of the 20th century, however, instead tracks what much-derided chauvinists have claimed all along: modern legal institutions largely trump indigenous organizational frameworks, and modern rational-choice theory nicely predicts how people respond to such institutions. As orientalist as it may seem, such theory goes a long way toward explaining the real world in which we live.

This article courtesy of SSRN - Legal Scholarship Network and authored by YOSHIRO MIWA and J. MARK RAMSEYER.

 Abstract:     
In this essay on Masahiko Aoki's recent study of Japanese corporate governance, we argue that he and others misdescribe Japan on several fundamental dimensions. First, Japanese firms and employees choose neither to arrange implicit life-time employment contracts nor to invest heavily in firm-specific skills. Instead, firms keep employees employed during economic downturns only because interventionist courts do not let them lay their employees off. Second, Japanese firms do not organize themselves into keiretsu corporate groups, do not exchange shares with other alleged group members, and do not necessarily use the money-center bank attributed to the group as their "main bank." Last, Japanese "main banks" neither agree in advance to rescue troubled debtors nor monitor firms on behalf of other creditors.