Twentieth-Century Enterprise Forms: Japan in Comparative Perspective

Abstract

La Porta et al. see common law as most favorable to corporate development and economic growth, but Japanese legislators explicitly based their system on German civil law. However, Japan's commercial code of 1899 omitted the GmbH (private company) form, which Guinnane et al. see as the jewel in the crown of Germany's organizational menu. Neither apparent "mistake" retarded Japan's adoption of the corporate form, because its commercial code offered flexible governance and liability options, implemented liberally. It was this liberal flexibility, not choice of legal family or hybrid corporate forms emphasized by previous writers, that drove corporatization forward in Japan and more widely. Surprisingly (given that Germany's superficially fuller organizational menu predated Japan's by many decades and the country was wealthier), by the 1930s Japan already had not only more corporations than Germany, but also more commandite partnerships (with some corporate characteristics). After the introduction of the yugen kaisha (private company) in 1940, corporate forms became nearly as widely used in Japan as in the United States, United Kingdom, or Switzerland.