A REEXAMINATION OF THE CONTROL ORGAN IN CORPORATIONSBASED ON PRINCIPAL-AGENT-THEORY

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In the modem theory of Management, it is widely known that the role of the Top Management in Japan is not to represent the profit of shareholders but to protect the profit of the firm itself, without sharing it to the shareholders, as a matter of fact.We reconsider this theme from the historical viewpoint of management and based on the principal-agent-theory. It is very valuable to analyze this problem in comparison to the dispute on this theme in Germany, as the controversy on the structure of Top Management is one of the most important topics in the field of management theory in Germany. In the first section, we make a briefoverview of the mathematical handling of the problem based on the principal-agent-theory. Then we make an economic analysis of the Top Management organisation of German corporations. As a result of the analysis, it turned out to be clear that the structure of Top Management organisation (Spitzenorganisation) should be changed so that they might be effectively monitored by the stake-holders of the corporation. In Japan, it is also well known that big banks such as Mitsubishi, Sumitomo play a important role to monitor the corporations in the corporate groupings as the 'main bank'. Nowadays, it is said that the role of banks in the corporate groupings is not so important as before the breakdown of 'bubble economics'. But we believe that they must be still a good and effective organ which monitors the corporations and especially the top management. They must play this role, as the capital markets of both countries are not very competitive and we must try further, to find and to design the optimal structure of the Top Management organisation.