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企业重组可以被定义为“一个公司的资产组合与其企业战略的一个重大变化，”。有三种不同类型的企业重组：投资组合，财务和组织重组。资产重组是公司经营的主要线路的改革，通常是通过收购和资产剥离。财务重组是企业资本结构和所有制结构的调整。组织重组是显着改变的组织结构属性，最常见的例子是人员减少和供应商关系的改变。经常组织转型是投资或财务重组的副产品。
注意到在日本的情况下的一种重要的语言点是日本的常用术语，恢复一个外来词从英语转型，然而，恢复通常只是有内部的裁员。
Assess Vogel's argument that foreign ownership and/or foreign management has been the crucial determinant of the extent of corporate restructuring in Japan. Refer to at least two cases of corporate restructuring to illustrate your answer.
Corporate restructuring can be defined as "a major change in the composition of a firm's assets combined with a major change in its corporate strategy" (Hoskinsson & Turk 1990, cited in Heugens & Schenk 2004). There are three distinct types of corporate restructuring: portfolio, financial and organisation restructuring. Portfolio restructuring is the reform of the firm's main lines of business, usually through acquisitions and divestitures. Financial restructuring is the adjustment of capital and ownership structure in the firm. Organisational restructuring is significant alteration to the structural properties of the organisation, the most common examples being personnel reductions and alterations in supplier relations. Often organisational restructuring is a by-product of portfolio or financial restructuring (Heugens & Schenk 2004).
An important linguistic point to note in the case of Japan is that the Japanese commonly use the term restora, a loan word from the English restructuring, however, restora typically just has a connotation of layoffs.
For this paper the notion of corporate restructuring as being of portfolio, financial or organisational restructuring will be used to analyse Vogel's assertion that foreign ownership or foreign management has been the crucial determinant of the extent of corporate restructuring in Japan.
Vogel (2006) proposes two hypotheses regarding restructuring and foreign ownership and management. First he posits that Japanese companies with higher levels of foreign share ownership support and impose greater restructuring and corporate governance reform because these companies have to cater to the demands of foreign investors. Secondly companies under foreign management restructure more aggressively than those with solely foreign ownership because foreign management is less likely to be bound by Japanese social norms. Furthermore foreign managers are not restricted by social ties to Japanese partners, such as banks, suppliers and employees, so they are less constrained from loosening and breaking these ties.
To test these hypotheses Vogel analyses 10 cases studies in a range of sectors: automobiles, electronics banking, retail and IT. Within each sector Vogel analyses the extent of restructuring in two types of company, one a Japanese firm with foreign ownership or foreign management, the other a "purely Japanese firm" (Vogel 2006, pg. 159). The firms selected include Sony, NEC, Seiyu and Mitsukoshi.
Within the automobile sector Vogel chooses Nissan, the most prominent example a company controlled by foreign management in Japan, and Toyota, which Vogel regards as embodying the Japanese model more than any other company. Indeed these two cases are clearest examples of Vogel's analysis in the extent of restructuring and hence will be elucidated on here.
Through interviews with the chairman of Toyota, Hiroshi Okuda, and other managers in Toyota Vogel explains how Toyota has made relative few adjustments in the four realms of restructuring: labour relations, corporate governance, strategy, supplier relations and financial structure.
Hiroshi Okuda proudly states that while other companies have reported layoffs Toyota has not changed their approach to labour relations (Vogel 2006, pg.165). Other managers are keen to emphasis the key responsibility of Toyota to provide and maintain lifetime employment. Nevertheless there has been a gradually change to Toyota's labour relations. Toyota has trimmed the workforce from 73,000 in 1992 to 67,000 in 2002 (Vogel 2006 , pg. 166) through reducing graduate recruitment and transferring workers to affiliates. Temporary transfers, shukkou (出å‘), are also used to aid collaboration with its key suppliers. The composition of the workforce has also gradually altered with a greater use of non-regular workers and dispatch workers. This gives Toyota greater flexibility in meeting fluctuations in demand. In 2004 Toyota swiftly took advantage of the Working Dispatch Law with the hiring of five hundred dispatch assembly-line workers on 3 month contracts. The advantages of employing this type of worker are that they are generally paid less, have shorter contracts and they can be deployed to assembly lines more quickly compared to other non-regular workers (Nikkei April 12th 2004, cited in Vogel 2006). Furthermore Toyota has used more performance-based pay for white collar workers.
Similarly Toyota has made restructuring moves in supplier relations and corporate governance. Other Japanese automobile manufacturer have sought to loosen ties with their suppliers and offload their shares in their suppliers. Toyota, however, has taken the opposite approach, strengthening ties with suppliers and recentralizing control over core group companies. With corporate governance Toyota had never reformed its board until 2003 when it reduced the number of board members from 58 to 27. Despite this change Chairman Hiroshi Okuda is adamant that there is no need for outside directors (Vogel 2006).
While Toyota continued to perform well financially during Japan's "Lost Decade" its rival Nissan delved deeper and deep into financial difficulties during the 1990s. By 1999 Nissan faced huge debts of $16.4 billion and low margins, with only 3 out of 48 models generating profit. Furthermore capital was locked up in keiretsu partnerships, while models became outdated due to a lack of cash flow. Purchasing costs were 15-25% higher than other car companies for the same components. (Ghosn 2002).
Nissan managers tried to cut costs by substantially reducing the workforce. In 1993 they decided to close the Zama plant but met fierce resistance and condemnation from the LDP labour minister, Masakuni Murakami, the Socialist Party and local authorities. They also looked to reduce domestic sales networks, cut inventories and suspend new overseas operations (Vogel 2006). Towards the end of the 1990s Nissan, with assistance of the government, looked for an outside investor. Nissan's preferred partner DaimlerChrysler dropped out believing Nissan was too risky, while another potential partner, Ford, stepped out of the running long before (Ghosn 2002). In March 1999 Nissan signed an "alliance" with Renault, however, in practice it was more akin to a Renault takeover of Nissan with Renault holding 44.4% of Nissan shares while Nissan holding 15% of Renault. Renault appointed its own Chief Operating Officer, Carlos Ghosn, as Chief Operating Officer of Nissan.
Under Ghosn Nissan has implemented a comprehensive restructuring plan that has rejuvenate the finances and status of Nissan. First Ghosn sought to raise capital to revitalise Nissan's dated models. Renault invested billion, while Ghosn raised billion by selling fixed assets and another billion from divestment of shares in other companies and suppliers (Economist, 2/9/2002, cited in Vogel 2006).
Nissan under Ghosn adopted much more strictly cost based approach to procurement. The overall number of suppliers was reduced from 1,145 in 2000 to 595 in 2002 (Vogel 2006). Despite fears of damaged relationships with suppliers from the selling-off the shares Nissan held in those suppliers and demand for price reductions, all Nissan's suppliers posted profits in 2000 (Ghosn 2002).
The other key component in the restructuring of Nissan was the altering of organisational structure, culture and labour relations. Ghosn promoted the use of cross-company teams rather than solely a joint venture. His aim was to merge talent into Nissan and its culture while developing trust with existing Nissan managers. He also created cross-functional teams and replaced regional presidents with committees to foster greater accountability and co-ordination within the company. Ghosn would occasionally sit-in on these committees to monitor emerging talent in Nissan that could be promoted to higher ranks based on ability instead of the old-system of seniority. Performance-related pay was introduced to further incentivize accountability, with high level performers now receiving stock options as part of their pay package (Ghosn 2002).
From analysing the cases of Toyota and Nissan, Vogel concedes that the relative financial performance of the two companies is a powerful impact on the extent of restructuring. However Vogel states that aside from financial performance, foreign ownership and management has the clearest and most powerful impact on the extent of restructuring (Vogel 2006, pg. 197). To emphasise this, from the Nissan case he notes that even though both Ghosn and pre-Ghosn managers at Nissan wanted to restructure it was only under Ghosn that Nissan a comprehensive restructuring could be implemented as Ghosn was not bound by local ties and cultural norms. Kazuhiko Sato, a close adviser top executives at Nissan agreed, "The previous leaders faced the same choices and made similar calculations but when push came to shove, they could not pull the trigger. They were too bound by the web of human relationships" (Vogel 2006, pg. 168).#p#分页标题#e#
Further support to this notion is shown in the other eight cases analysed by Vogel, but in particular that of Mitsukoshi and Seiyu. With the two retail firms, Mitsukoshi was in a worse financial position than the Wal-Mart owned Seiyu, yet restructured less (Vogel 2006).
In addition to the case studies Vogel conducts a regression analysis on a larger sample. Using a sample of 2,632 non-financial firms between 1990 and 2002 Vogel analyses downsizing as a reduction of the labour force by 5% or greater, and produces another regression for a reduction greater than 10%. Foreign ownership is defined as the total proportion of total shares held by non-Japanese investors, therefore there is no separation between foreign ownership and foreign management in the model. Vogel also include variables for financial performance and dummy variable for industry sectors.
The results show that poor performing companies are more likely to downsize with a reduction in the labour force of greater than 5%. From the results Vogel surmises that companies with higher foreign ownership are more likely to downsize.
These results are consistent with a prior study by Ahmadjian & Robinson (2005) on 1,108 firms between 1991-2000. Their study showed that foreign ownership was influential on Japanese firms adopting downsizing and asset divestiture, however the influence of foreigners was weaker in firms that had close ties to domestic financial institutions and corporate groups. Once again Renault's stake Nissan is used as an example, this time in comparison to DaimlerChrysler's stake in Mitsubishi. Ahmadjian & Robinson suggest that as Nissan did not have any close ties to a business group it was able to rapidly restructure. Whereas DaimlerChrysler's efforts to restructure Mitsubishi were a hindered by the close ties to the Mitsubishi keiretsu. Indeed when DaimlerChrysler lost patience and sold its stake a member of the Mitsubishi keiretsu, The Phoenix Fund, purchased DaimlerChrysler's stake (Ahmadjian & Robbins 2005).
That restructuring is more evident in foreign owned or foreign managed Japanese firms is somewhat inevitable and self-fulling. Foreign firms entering the Japanese market or taking over Japanese firms do so with a strong believe in the strength of their business model. With the differences in corporate governance, financial structure, supplier relations and labour relations it is no surprise that foreign firms seek to restructure their Japanese operations. Large foreign firms can use their size and current operations to achieve economies of scale in the merger/takeover of Japanese companies, allowing them to divest excess divisions and reduce the workforce.
This is most apparent when a foreign firm takes over a small or medium sized firm. For example, often small and medium enterprises (SMEs) in Japan use trading companies as intermediaries for sourcing and sales. This may make the process easier for such firms but it does create additional costs. When a foreign firm takes over a Japanese SME it may already have established supply and sales routes thus it can make savings by avoiding trading companies. Alternatively the foreign firm has more capital and bargaining power to establish direct contact with suppliers. This organisational restructuring was apparent in a medium-sized engineering supplier that used a large number of trading companies to source its raw materials. Once it came under French ownership, however, the number of intermediaries used was reduced to 190 from 250 in under three years (Roland Berger 2009).
For foreign managers of Japanese firms, many developed the skills and knowledge through their experience of managing of non-Japanese firms and that heavily influences their management style and preference for organisational structure. This is evident in the case of Carlos Ghosn, whose previous experience as COO in Michelin's Brazilian subsidiary and CEO of Michelin North America shaped his reconstruction plan for Nissan. In his previous turnarounds he had used cross-functional teams and introduced them to Nissan immediately. These cross-functional teams formulated the Nissan Revival Plan, the cornerstone of Nissan's restructuring plans, and have "remained an integral part of Nissan's management structure" (Ghosn 2002, pg. 44).
The effect of this "experience factor" is evident in Japanese managers with extensive international experience. Other high profile cases of restructuring in Japan have had internationally experienced Japanese managers at their helm. Key examples are Canon CEO Fujio Mitarai, former Shinsei Bank Chairman and CEO Masamoto Yashiro and Microsoft Japan President and CEO Yasuyuki Higuchi, who led the restructuring of the Japanese retailer Daiei. By analysing the case of Fujio Mitarai we can see the impact that his previous international experience had on the restructuring of Canon.
Japanese firms restructure
Though cases such as Nissan under Ghosn and Canon under Mitarai have received a great deal of attention and praise for their restructuring of Japanese firms, it is not necessarily the case that firms with Japanese ownership and Japanese management do not extensively restructure. Instead distinctly Japanese firms can be seen restructure but do so in distinctly Japanese way. Japanese firms particularly uniquely restructure through koyochosei (雇用調整), or employment adjustment, to adapt to adverse economic conditions.
Kikuno (2003) notes five stages of employment adjustment, koyochosei, in Japanese firms. First firms will reduce working hours and overtime. Then there will be a reduction of part-time, temporary and seasonal workers, either by not renewing contracts or dismissal. Next the company will drastically cut the hiring of new graduates and mid-careers appointments. After that the company will use reassignment and temporary transfers to affiliated companies. Finally the firm will proceed with offering early retirement with preferential conditions, voluntary redundancies and as a last resort compulsory redundancies. This is a notable difference to the process preferred by American firms with many of the stages of koyochosei not evident in American firms. In an American Management Association survey on downsizing found that forty-four percent of Japanese firms rely on short hours, while only 10 percent of American firms did. The external transfer of employees has been rising in Japan, with 13.2% of companies surveyed, yet it is not practised in America (Mrcozkowski & Hanaoka 1997). However even the most traditional of Japanese companies have increasingly moved towards layoffs in the last decade. In 2001 Matsushita closed 30 factories and made 13,000 redundant, the first layoffs in the companies history (Hill 2007). Even Toyota has been forced to resort to layoffs in the last two years and looks increasingly likely to do so again with the global downturn and their current quality problems.
The use of koyochosei has had long lasting effects on the composition of labour force in Japanese firms, in particular with drastic increase in the number of irregular workers as a share of the workforce. This has eroded the notion of the legendary "lifetime employment system" within Japanese firms.
Since the 1970s the debt-to-equity ratio has been declining, with deleveraging accelerating in the last decade. This can be seen in Figure 1. Between 1997 and 2008 the debt-to-equity ratio for manufacturing firms has almost halved. The large decrease in the debt-to-equity ratio for the non-manufacturing between 1997 and 2008 may be skewed however by the clean-up of the real estate sector (IMF 2009).
Hollowing out, kuudouka
Between 1991 and 1995 electrical machinery firms reduced the workforace by 223,000 in Japan, while simultaneous creating 183,000 jobs overseas. Also by 1997, electronics production in Japan had halved from its mid-1980s peak, even though overall production by Japanese firms internationally was at an all-time high (Bailey & Sugen 2006).
Under Nozoe, Fujitsu restructured in light of meagre profits despite $50 billion in annual revenue. Nozoe pushed for Fujitsu to move into services, which has better profit margins, from their main hardware business. Fujitsu's hard-drive unit was sold to Toshiba, while some chip production was outsourced to Taiwain's TSMC. He identified and focused on cloud computing as a new growth area, with services now accounting for over half of sales (Economist 13/3/2010).
Legal effects
The Big Bang reforms of the late 1990s has led to an increase in mergers and acquisitions and in turn more foreign firms and investors investing in Japanese firms. In particular there has been a significant increase in the number of private equity firms in Japan. In 1997 there was only one private equity group in Japan, Advantage Partners LLP. By July 2005, however, 92 more new private equity funds had appeared, with experts predicting further growth as private equity penetration still lags, France, Germany, Taiwan and South Korea (Shipley 2007). The number of purchases by private equity firms has also increases from 30 in 1999 to 130 in 2004, with total deals with $7.4 billion. The influx of private equity firms has enable firms to divest their non-performing assets and non-core businesses, in turn shifting investment into more profitable areas. Hoshi, Koibuchi & Schaede (2008) found that restructuring measures are more pronounced when a private equity fund leads the effort.#p#分页标题#e#
In 1999 the Civil Rehabilitation Law, which is similar the Chapter 11 procedure in the United States. This law simplified the court-led restructuring processes and facilitates restructuring under bankruptcy procedures. This was geared towards small and medium sized firms, though it increasingly gained popularity with large firms, as management is allowed to remain in place (IMF 2009). In 2002 the Corporation Reorganisation Law was revised to ease the criteria for application and reduce the process. This was aimed at larger firms and again similar to Chapter 11. Under this law management is usually replaced, but it is not compulsory.
From Figure 2 we can see the huge effect these laws had on restructuring in the corporate sector, particularly with regards to the Civil Rehabilitation Law. Since its passage over 6,000 firms have been successfully restructured (IMF 2009).
In addition to these laws, METI has introduced SME support centres in each of the 47 prefectures. The centres have been in contact with over 17,000 SMEs, of which it has aided with the framing of 2,100 restructuring plans (IMF 2009). Also METI has raised ¿¥52.5 billion for the establishment of seventeen SME restructuring funds (IMF 2009).
Thus we can see the law reforms of the 1990s and early 2000s had a huge impact on Japan's corporate landscape with Japanese firms restructuring their financial structure, organisational structure, strategy and labour relations soon after the laws had been passed.
Therefore while foreign ownership or foreign management is a crucial determinant, it is not the crucial determinant on the extent of corporate restructuring in Japan. The impact of the poor financial performance by Japanese firms and the economy as a whole pushed Japanese firms to restructure and led the Japanese government to reform laws that enabled firms to do this more effectively and efficiently. Some Japanese firms restructured through typical Anglo-American style methods including adopting Anglo-American style corporate structure and governance, while other took a uniquely Japanese path, such as through koyochosei.
The recent downturn in the global economy has heavily impacted the Japanese economy, and especially its exporters, leading to a "second wave" of corporate restructuring in Japan. In light of these developments it would interesting to use an in-depth case study methodology to research the current restructuring plans in Japan and analyse whether Japanese firms have had to restructure to a greater extent and learned lessons from the restructuring wave of the late 1990s.
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