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

公司概念是公司治理体系建立的基础。研究揭示了路径依赖在五个国家中的重要性，这五个国家制约了各自的主体概念。英美与日本、德国和法国的核心区别在于，前者是股东至上，而后者是考虑到所有主要利益相关者利益的多元化概念。英国的特点是国家和私人资本的积累得益于早期发展的股份公司、工业革命、殖民地贸易和证券交易所创造的投资机会。美国也遵循类似的模式，早在1919年，股东至上就被法院判决所确认，导致了证券交易所的发展。在日本、德国和法国，私人资本积累水平低，不利于股票市场的发展和股东至上。作为后来者，这些国家都不得不依靠国家领导的工业化，而不是将公司视为私人致富的手段，而是作为促进国家利益的工具。这就产生了公司的概念，它重视公司的生存和繁荣，而不是为了个人致富而重视公司。这三个国家在90年代都受到了美国公司概念的影响。然而，在美国，只有少数经理人追求股东至上，95%的美国人反对。美国股东的投资回报率与三国相比并不是特别高。2001年10月发生的安然等公司丑闻暴露了美国股东导向型公司理念的局限性。最后，本研究说明了公司的每一个概念的优点和局限性和积极的影响。

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.