論文

This article investigates how Japanese firms deviate from a diffusing corporate governance practice—holding their annual shareholder meeting in the same date with other firms. Prior to the late of 1990s, despite making it impossible for shareholders who have stocks of multiple firms to attend annual shareholder meetings of firms they invest, such a practice was common among Japanese firms. However, after the late of 1990s, some Japanese firms have deviated from the diffusing practice by changing their annual shareholder meeting date. In this article, using a longitudinal dataset on the annual shareholder meeting of the Japanese firms in the period of 1995 through 2004, I examine the antecedents of the deviant behavior by Japanese firms and find (1) that foreign shareholders encourage firms to deviate from the practice, (2) that organizational misconduct (in this context, payoff scandals) leads to deviation from the practice not only by perpetrators of payoff scandals but also by industry bystanders—firms that do not involved in the payoff scandals but are in the same industry as perpetrators, (3) that as the number of deviations in the same industry increases, firms are more likely to deviate from the practice.

This study extends diffusion studies by developing the concept of heterogeneity in practice adaptations, defined as the differences in how adopters adapt to a new practice post adoption. I first propose that the combination of organizational learning and legitimacy construction leads to the curvilinear effects of heterogeneity in practice adaptations on the subsequent adoptions. Second, I argue that its effect varies depending on the stage of the diffusion process. I test this argument using the context of the diffusion of an informal corporate governance practice—the executive officer system—in Japan from 1997 to 2013. The findings demonstrate that the effect of heterogeneous adaptations is curvilinear with an inverted U-shape, and that its effect in the early stage differs from that in the late stage.

Research Question/Issue: In the Japanese context of shareholder voting in director elections, this study examines how regulatory signals differently influence shareholder dissent depending on their resource dependence relationship with regulatory bodies. Research Findings/Insights: We find that the effect of a regulatory change in the disclosure of voting records on shareholder dissent is strengthened as shareholdings by domestic institutional investors increase, while it is mitigated as shareholdings by foreign institutional investors increase. Moreover, we find that this effect is pronounced under conditions where directors seemingly fail to fulfill or to qualify for their role. Theoretical/Academic Implications: This study develops a resource dependence perspective of shareholder dissent and argues that shareholder dissent can be shaped by regulatory signals from regulatory bodies who provide them with legitimacy. This study enriches the existing insights on corporate governance role of institutional investors by focusing on their resource dependence on regulatory bodies. Practitioner/Policy Implications: This study sheds light on the dynamic nature of shareholder behavior and suggests that shareholder preferences are not only heterogeneous but also mutable over time in response to regulatory signals. This implies that managers need to pay attention not only to current shareholder preferences but also to future anticipated shareholder preferences to successfully manage their relationships with shareholders.

In the face of increasing pressure to comply with institutional norms, firm managers may retreat from previous commitments to comply once they realize the challenges involved. This study examines how firms respond to institutional pressures in a particular way called reversion, in which an organization's managers temporarily comply when there are no consequences but resist when it is in their interest to resist. By integrating institutional and agency theories, we model the reversion decision as a tension between institutional constituents and organizational managers. An empirical analysis of a sample of Japanese firms that scheduled annual shareholder meetings during the 2001 through 2014 period was performed. Our findings show that although organizations’ susceptibility to certain institutional pressures determines initial organizational compliance, managers whose interests diverge from those of the institutional constituents can revert their decisions, especially when they have discretion in decision making to protect their own interests. These findings highlight the temporary nature of organizational responses to institutional pressures and help us understand how organizational agency can limit institutional control over an organization's actions.