A Historical and Empirical Study on the Concept of the Corporation in Japan, USA, UK, Germany and France

公司理念是构建公司治理体系的基础。这项研究揭示了路径依赖在五个国家的重要性，这些国家制约了他们各自的企业概念。英国和美国与日本、德国和法国的主要区别在于，前者奉行股东至上，而后者则兼顾所有主要利益相关者的利益。英国的特点是国家和私人资本的积累，这得益于早期的股份公司、工业革命、殖民贸易和证券交易所的发展，创造了投资机会。美国遵循了类似的模式，早在1919年，法院的裁决就确认了股东至上，这导致了证券交易所的发展。日本、德国和法国的私人资本积累水平较低，不利于股票市场的发展和股东至上。作为后来者，这些国家中的每一个都不得不依赖国家主导的工业化，企业被认为不是私人致富的手段，而是促进国家利益的工具。这导致了公司的概念，它把重点放在公司的生存和繁荣上，而不是为了个人利益的公司。这三个国家在90年代受到了美国公司理念的很大影响。然而，在美国，只有少数经理追求股东至上，这遭到了95%的美国人的反对。与这三个国家相比，美国股东的投资回报并不是特别高。2001年10月的安然等公司丑闻暴露了美国以股东为中心的公司理念的局限性。本研究最后说明了每一种企业概念的优点和局限性以及积极的启示。

The concept of the corporation is the basis on which the corporate governance system is built. The study reveals the importance of path dependence in five countries which conditioned their respective concept of the corportion. The central difference between UK and USA on the one hand and Japan, Germany and France on the other is that the former embraces shareholder primacy, while the latter pluralistic concept taking into account the interests of all major stakeholders. The UK is characterized by the accumulation of national and private capital thanks to the early development of joint stock corporation, industrial revolution, colonial trade and the stock exchange to create investment opportunities. The USA followed a similar pattern and already in 1919 the shareholder primacy was confirmed by the court decision leading to the development of the stock exchange. In Japan, Germany and France, the level of accumulation of private capital was low, which did not facilitate the development of the stock market and the shareholder primacy. As a latecomer each of these countries had to rely on the industrialization lead by the state with the firm considered not as a means for private enrichment, but as a vehicle for promoting national interests. This resulted in the concept of the corporation which put a premium on the survival and prosperity of the corporation, and not on the firm for personal enrichment. The three countries have been much influenced by the US concept of the corporation in the 90s. In the US, however, ony a minority of managers pursue shareholder primacy, and it is opposed by 95% of the Americans. The return on investment of US shareholders was not particularly high compared with the three countries. The Enron and other corporate scandals in October 2001 revealed the limits of US shareholder oriented concept of the corporation. The study concludes with the illustration of advantages and limits of each concept of the corporation and positive implications.