The financial firms of a keiretsu as a form of corporate organization

portfolio stock return sensitivities. In Sections 3 and 4, we present the empirical methodology and results, respectively. Section 5 offers conclusions and comments.

2. The financial firms of a keiretsu as a form of corporate organization

2 . 1 . Description of the horizontal keiretsu A keiretsu is an informal grouping of Japanese firms tied together by significant cross-holdings of equity. Horizontal financial keiretsu, the largest and most prominent keiretsu, are grouped around a city bank. Keiretsu members tend to specialize in different businesses but often offer competing products or services. Fig. 1 summarizes the framework of a horizontal keiretsu, which has financial, indus- trial, and trading arms, using the Mitsubishi keiretsu as an example. There are strong economic ties among members documented in the literature and listed in the center of Fig. 1. Specifically, firms own significant amounts of stock in other member firms. For example, banks commonly hold stock in firms to which they extend credit while borrowers, in turn, own stock in the banks. Keiretsu members also exchange personnel regularly, especially transferring employees of financial firms to become managing directors of industrial firms. Other ties include monthly meetings of the presidents’ council where top management of the keiretsu firms exchange information and coordinate some activities; substantial intra-group trade; and the pursuit of joint ventures by members Hoshi, 1994. Firms may join or leave a keiretsu at management discretion but membership is typically very stable. Fig. 1. Example of the horizontal keiretsu corporate form – the Mitsubishi keiretsu brackets: total assets in 1992, in trillions of yen; the asterisks designate the co-leaders of the Mitsubishi keiretsu. As noted with the Mitsubishi keiretsu in Fig. 1, several types of financial institutions are tied to each keiretsu. Cable and Yasuki 1985 document the standard framework where each group contains a commercial city bank, trust bank, trading company, and at least one insurance company so that a full range of financial needs can be met by group members: ‘‘The presidents’ council typically includes the top manager from the city bank, one life insurance company, one casualty insurance company, and one or more trading companies and is instrumen- tal in keeping the group members together.’’ The ‘‘leader’’ of a financial keiretsu is generally the city bank but there are no formal leadership roles. 2 During the 1990s, there were six horizontal keiretsu that controlled a substantial portion of economic activity within Japan. Table 1 lists the main financial institu- tion members for each of these keiretsu. Though not often viewed explicitly as financial institutions, the trading companies assist in export and import transactions and finance. As part of a keiretsu, they supply substantial amounts of short-term credit to the industrial firm members. Because they have intimate knowledge of their clients’ export markets, sales prospects, and financing needs, they can often structure more effective credit agreements. The Coase concept of a firm as a nexus of contracts enables a more effective understanding of the keiretsu form of corporate organization. The keiretsu may be viewed as a ‘‘super-firm’’ based on a nexus of mostly implicit contractual arrange- ments. Within a keiretsu, firms maintain long-term financial and real economic ties. According to Yoshimura and Anderson 1997, ‘‘When a company belongs to a keiretsu …, its most senior people may in some contexts consider the keiretsu to be the reference group.’’ The substantial, interlocking web of intra-keiretsu equity holdings strengthens these ties. Gerlach 1992 argues that financial ties are the strongest link among keiretsu firms. Substantial financial relationships and close economic ties suggest that the financial firms of the keiretsu can be viewed as a unified economic structure. The recent financial scandals, such as the involvement of the Japanese yakuza in property lending and practices of sokaiya, further demonstrate the subtle behind the scene relationships within Japanese corporate governance that affect keiretsu business practices. 3 2 . 2 . The financial firms in a horizontal keiretsu as a unified economic organization The effect of the keiretsu economic form on assetliability management will not always be transparent because each major financial institution is a separate legal 2 For instance, Mitsubishi Bank, Mitsubishi trading Corporation, and Mitsubishi Heavy Industries are cited in Dodwell Marketing Consultants, Industrial Groupings in Japan 1992 as co-leaders of the Mitsubishi keiretsu. 3 The yakuza are the organized criminal gangs of Japan, which recent revelations indicate were heavily involved in real estate borrowing from Japanese financial institutions. Sokaiya is the practice of blackmailing corporations so as to prevent unseemly disruptions of shareholder meetings. T .W . Koch , A . Saporoschenko J . of Multi . Fin . Manag . 11 2001 165 – 182 169 Table 1 The component keiretsu firms for each stock return portfolio a Group A Keiretsu Group B Per ID Name Type Per Name Type ID Fuji Bank city 0.746 0.794 8317 city Fuji Bank 8317 Fuyo Group 1 Yasuda Trust trust 0.147 8404 Yasuda Trust trust 0.157 8404 Yasuda MF pc ins. 0.046 8755 0.049 Yasuda MF pc ins. 8755 8002 Marubeni Corp. trading 0.062 8315 8315 Mitsubishi Bank city 0.570 Mitsubishi Bank city Mitsubishi Group 2 0.713 Mitsubishi Trust trust 0.178 8402 0.224 trust Mitsubishi Trust 8402 Tokio MF pins. 8751 0.050 Tokio MF pc ins. .064 8751 Mitsubishi Corp. trading 0.077 8058 8359 Hacinjuni Bank regional 0.058 8405 Nippon Trust trust 0.016 8584 JACCS Corp. cons cr 0.018 Nikko Securities broker 0.030 8603 8757 Nishin MF pc ins. 0.006 Sumitomo Bank city 0.688 0.761 city 8318 Sumitomo Group 3 8318 Sumitomo Bank Sumitomo Trust trust 0.190 8403 Sumitomo Trust trust 0.211 8403 Sumitomo MF pc ins. 0.025 8753 0.028 pc ins. Sumitomo MF 8753 8053 Sumitomo Corp. trading 0.054 Daiwa Securities broker 0.043 8601 8320 8320 Sanwa Bank city 0.684 Sanwa Bank city Sanwa Group 4 0.838 Toyo Trust trust 0.108 8407 Toyo Trust trust 0.132 8407 Nippon MF pc ins. 0.024 8754 8754 0.030 pc ins. Nippon MF 8063 Ichi trading 0.040 8004 Nichimen trading 0.021 Orix Corp. leasing 0.040 8591 8583 Nippon Shinpan consr cr 0.083 DKB city 0.816 8311 0.992 DKB Group 5 city Daichi Kangyo Bk 8311 0.008 8765 Taisei MF pc ins. 0.006 Taisei MF 8765 pc ins. C Itoh and Co. trading 0.076 8001 8585 Orient Corp. leasing 0.093 8607 Kanaku Securities broker 0.009 Sakura Bank city 0.707 0.770 8314 city Sakura Bank 8314 Mitsui Group 6 0.196 8401 Mitsui Trust trust 0.179 Mitsui Trust 8401 trust Mitsui MF pc ins. 0.031 8752 0.034 8752 Mitsui MF pc ins. Mitsui and Co. trading 0.083 8031 a Per indicates the percentage weighting for the firm stock return in each portfolio. The weights are based on the percentage of the book value of liabilities and market value of equity for each firm out of the total for a keiretsu portfolio group, based on fiscal year end 1991 data. Type indicates the financial industry type for each firm where cons cr is the abbreviation for consumer credit firms and pc ins. for the propertycasualty insurance firms. entity with separate management and separately traded stock but with strong informal economic and social ties. However, there are several interrelated reasons why the keiretsu financial firms should be viewed as a unified economic structure. 1 Different financial institutions within a keiretsu may shift sell assets andor liabilities to each other through implicit agreements more readily than to non- keiretsu firms. For instance, city banks may offer larger shares in more profitable loan syndicates to propertycasualty and life insurance companies, which are members of the same keiretsu. Also, legal restrictions on assetliability composition can probably be more easily evaded by shifting sales of restricted products to other members of the keiretsu, where the products are not restricted. For instance, the now disbanded jusen housing loan companies were formed by Japanese banks to evade restrictions on real estate lending. 4 2 Keiretsu financial institutions may maintain different assetliability composi- tions than non-keiretsu financial institutions. For instance, keiretsu city banks may make fewer short-term loans to small companies since keiretsu trading companies will provide trade finance to these companies. 3 The more complete sharing of information e.g., product market conditions, company financial conditions, technical back-office processing developments may lower overall risk for keiretsu firms. 5 4 Three of the keiretsu have long histories of very close cooperation dating back to the family-owned zaibatsu. 6 This close cooperation may further encourage coordinated management of activities between keiretsu firms. This cooperation is well-documented in historical accounts of keiretsu and zaibatsu. 5 There is the possibility of concerted political influence by combined group members to achieve political favors. 7 The Keidanren, of which Japanese banks are significant members, is one of the larger contributors to the ruling Liberal Demo- cratic Party in Japan. 8 Its influence may benefit the members of a keiretsu as a whole. This political influence may be instrumental in delaying the entrance of competition by foreign financial institutions into Japanese domestic financial markets. 6 There is complementary marketing of financial products among keiretsu 4 The jusen were formed by the major Japanese banks in the 1970s to provide home mortgage loans to Japanese consumers. They were liquidated by the Japanese government in 1996, due to the large number of unrecoverable real estate assets. 5 For instance, among two Mitsui group major ‘‘co-operation schemes’’ are the Mitsui Information Systems Conference and the Mitsui Inter-Business Research Institute. 6 The zaibatsu is the pre-World War II predecessor to the keiretsu form of corporate organization. It is distinguished from the keiretsu form by extensive single family ownership and member firms tending to be grouped as subsidiaries of a conglomerate type corporation. 7 For instance, Dodwell Marketing Consultants, Industrial Groupings in Japan 1992 indicates that the members of the Mitsubishi presidents’ council make decisions on the allocation of political contributions. 8 The Keidanren, or Japanese Federation of Economic Organizations, is an influential association of Japan’s largest corporations, which works closely with the Japanese government and political parties on business and other policy issues. firms. For instance, insurance companies sell their products to employees of other keiretsu firms. This complementary marketing may allow for cheaper marketing costs and a more reliable source of revenue for keiretsu firms. As an example, Gerlach 1992 states that the employees of Japanese keiretsu commercial bank clients often have their wages automatically transferred to savings accounts at the keiretsu commercial banks.

3. Model specification and research method