Steps to Recovery

Japan FDI set to pick up pace after Covid-19, despite major challenges

Since the start of the Covid-19 pandemic in early 2020, inbound and outbound foreign direct investment (FDI) has been on the decline around the world.

A reflection of foreign ownership of companies via investment, acquisition, or joint venture, in 2020 FDI decreased globally. It was down 37 percent on the year to $998.9 billion.

Calculated on a balance of payments basis—net and flow—this was the lowest level since 2005, according to the United Nations Conference on Trade and Development (UNCTAD), a 194-member intergovernmental organization that promotes the interests of developing nations in trade.

According to UNCTAD’s World Investment Report 2021, “this is a major concern, because international investment flows are vital for sustainable development in the poorer regions of the world.”

Local Impact

While UNCTAD’s report sheds light on the effect of Covid-19 on FDI in developing nations, major economies—including Japan—also have been affected adversely.

In 2020, Japan experienced a significant inbound FDI decline, in the wake of what had been a steady increase over several years prior to the pandemic in sectors such as retail and e-commerce. Outbound FDI by Japanese companies looking to collaborate with, or acquire, overseas enterprises had also been on the rise.

Which leads one to ask: What’s the outlook for inbound FDI here—and the rest of the world, for that matter—post-Covid-19?

As “economic and geopolitical uncertainty looks set to dominate the investment landscape in the midterm,” the UNCTAD report notes, the outlook beyond 2021 remains unclear.

At their most optimistic, projections of experts suggest that a rebound to pre-Covid-19 FDI trend lines may occur before 2022. But there are looming geopolitical and economic challenges that lead to caution, if optimistically so.

Kenneth Lebrun—a partner at international law firm Davis Polk and Wardwell LLP, and co-chair of the American Chamber of Commerce in Japan (ACCJ) FDI and Global Economic Cooperation Committee—spoke to The ACCJ Journal about outbound mergers and acquisitions (M&As). He noted: “As we exit Covid-19, there will be a rebound in outbound M&A activity, which basically stopped due to travel restrictions.

“But now, Japanese companies have more cash on hand than they did at the beginning [of the pandemic]. They’ve done a lot of equity offerings and debt issuances, so they have lots of cash. As travel becomes easier, I suspect they will go shopping soon.”

In and Out

In Japan, inbound and outbound FDI in 2020 declined overall, although there is data for specific industries in which that was not the case. Here, inbound FDI in 2020 increased 65.2 percent on the year to $66 billion—mostly in the form of debt issuance—according to data from the Japan External Trade Organization (JETRO) and other national groups. But that’s only if you discount equity capital and reinvestment of earnings, which were down year over year. M&As and new investments in Japanese markets were also slow, according to JETRO and others.

Japan’s inbound FDI was led by Asia, even as it declined sharply from China (-29.9 percent) and Hong Kong (-44.7). Next was North America—in particular the United States, where the Japan FDI growth rate remained positive (+23 percent)—and Latin America. Oceania, Europe, and the rest of the world followed.

Japan’s outbound FDI during the same period, meanwhile, was $171.1 billion, marking a decrease of 33.8 percent on the previous year, led by a drop in large-scale M&A activities, outflows in equity capital and debt issuances, and reinvestment of earnings, JETRO reported.

Outbound FDI targets mirrored the inbound, led by Asia (China, Hong Kong, Singapore, and Thailand), North America (the United States), and Latin America. This was followed by Oceania, Europe, and the rest of the world.

However, the growth rate of outward FDI was negative in all countries and regions, with the exception of Thailand (+2.2 percent), Latin America (+3.6 percent), and Oceania (+54.3 percent).

What’s more, JETRO notes that, in 2020, there was a 1.7-percent decrease to $134.5 million in Japan’s FDI return (receipts) and rate of return—a measure of dividends from overseas subsidiaries of Japanese companies and reinvestment income equivalent to retained earnings on local companies.

According to reports, there had been a seven percent decline for two consecutive years in the return on investment, calculated via revenue (receipts) divided by the average FDI balance at the beginning and end of the period.

Revised Strategies

As noted by UNCTAD, the Covid-19 pandemic has exacerbated national and geopolitical fault lines, with US–China relations among other national, regional, and global events posing continuing risks to global FDI. As a result, companies in Japan and abroad are revising their business strategies for the post-pandemic period, according to the 2020 JETRO Survey on Business Conditions of Japanese Companies Operating Overseas.

According to the survey, more than half the Japanese companies with operations overseas are planning to renew their overseas business strategies and models across the board, from sales to procurement to production. For instance, 38.1 percent of respondents said they planned a review of sales destinations, while 20.6 percent said they planned cancellations or postponement of new investments and capital investment.

With regard to sales, companies mentioned plans to review their promotion of virtual exhibitions (30.4 percent) and digitalization, including utilization of artificial intelligence (27.8 percent), as well as to review sales products (24.8 percent).

A small but significant number (12.5 percent) referred to plans to sell their products on e-commerce sites.

As for procurement and production, a fifth of the respondents said they planned to change their procurement sources (20.5 percent), while others shared that they intended to scale up the promotion of automation and labor saving (15.7 percent), as well as to implement multiple procurements (15.5 percent).

Interestingly, a significant minority stated that they planned to use e-commerce sites—a sign that more companies in Japan are embracing digital platforms.

What’s more, companies in the hotel and travel industry (86 percent), employment agency and temporary staffing sector (85 percent), and food services industries (82 percent) are among those that said they had revised, or were planning to revise, their business strategies and models in response to shifting trends in global trade.

Educational and research institutions, organizations in the healthcare and welfare sectors, as well as companies in advertising, marketing, and research expressed similar sentiments.

New Rules

In addition to hastening public health countermeasures, such as social distancing and restrictions on cross-border travel, the pandemic has laid bare global challenges, including those involving trade agreements, national security, and climate change.

In response, many of the world’s leading economies are seeking to update trade agreements, relocate certain industries within national borders, or add restrictions to FDI—especially where there are national security concerns, such as in the semiconductor industry.

As a key pillar of the post-Covid-19 economic recovery plan, the United States, for instance, has taken steps to ensure supply chains are “flexible, diverse, and secure,” JETRO noted.

To that end, the administration of US President Joe Biden has tightened export control systems and revised the list of controlled items, technologies, and entities that are subject to import restriction.

Since May 2020, the United States has imposed export restrictions in industries that include telecommunications and textiles, infrastructure and semiconductor manufacturing, as well as supercomputing.

But this trend goes beyond the United States. Indeed, among major economies, rules are being tightened for screening of FDI investment mechanisms. This is especially true in high-tech fields that require cross-border data transfers.

Sustainability

Despite posing challenges, the Covid-19 pandemic also has created or accelerated business opportunities, not least of which is a renewed drive to develop sustainable business models that “will all have far-reaching consequences for the configuration of international production in the decade to 2030,” UNCTAD’s report notes.

And those trend lines have reached Japan. Indeed, even before the pandemic, companies from abroad with sustainability at their core had identified this market as ripe for investment.

That was the case when New Zealand–American footwear and apparel brand Allbirds entered Japan in 2020. They took advantage of Tokyo’s position as a global trendsetter in fashion, while seeing Japan as being ready to support sustainable businesses.

“Japan is a very important market for Allbirds. As you know, Tokyo is the destination for any fashion brand if they want to be global,” explained Mits Minowa, marketing director at Allbirds Japan. “And, as history shows, fashion and street culture trends often come from Japan, and have spread to the world. Thus, having Allbirds stores here was a priority for the company when we decided to go global.”

Allbirds was established in 2016 by co-founders Tim Brown, a former soccer player, and Joey Zwillinger, an engineer. The company is certified by non-profit organization B Lab as a B Corporation—an entity that has environmental and social concerns at the core of its business strategy.

A relatively new concept in Japan, B Corporations prioritize sustainable sourcing of materials in a bid to help tackle environmental challenges: “We believe that we can ‘reverse climate change through better business,’” said Minowa.

“That’s why we measure the carbon footprint of all our products, label the score on the product, and open source the calculation of the carbon footprint. Without measuring the carbon footprint, we cannot reduce it. “Allbirds provides a life cycle assessment of materials, production, transportation, use, and end-of-life of each product,” he added.

While Covid-19 countermeasures led to the temporary suspension of business, Allbirds in Japan has returned to regular hours, and the company feels confident that the country’s post-Covid-19 mindset will be in line with Allbirds’ core values.

“On the positive side, the mindset and lifestyle of people living in Japan has changed since the coronavirus hit. Many people here, especially Japanese aged between 30 and 40, realize that we need to change and to treat the planet well to maintain it for themselves and the next generations.”

Digitization In addition to sustainability, UNCTAD’s report notes that digitization—including leveraging e-commerce, financial technology, and cross-border data transfers—has become a priority for businesses and governments in the post-Covid-19 world.

Japan, long considered a laggard in digital transformation, is now among those countries that have fully embraced it as an imperative. Thus, in September, the Japanese government launched the country’s first digital agency.

Yet even before digital transformation became front and center in Japan, foreign companies with digital solutions, including Canada-based e-commerce provider Shopify Inc., had already made this market a priority. “Despite being a top-five global e-commerce market in terms of size, having grown 9.1 percent in 2017, there was tremendous room for growth in Japan’s e-commerce sector when compared with the United States and China, at 16 and 32 percent growth, respectively,” explained Shopify Japan Country Manager and Director Makoto Tahara.

Has the pandemic accelerated digital adoption in Japan? It has, particularly among young consumers.

“The pandemic has brought forward the future of retail by a decade, prompting lasting changes to consumer habits and accelerating the shift to online shopping. However, consumers have not only been shopping online, but also in stores, as well as on their smartphones, social media, and PCs,” explained Tahara. “Businesses have suddenly been forced to quickly pivot and start selling online, or to upgrade their e-commerce offerings to reach those customers who shop anytime and wherever they prefer.”

Despite the dash to digital—about 40 percent of consumers here are shopping online, the second-lowest adoption rate among the advanced economies—many still choose to shop locally in physical stores, making Japan an outlier among surveyed nations.

However, they are prioritizing sustainability in their purchasing choices. “Japanese consumers are very supportive of local brands, choosing to buy from local independent businesses even as they still make purchases on digital marketplaces for convenience,” Tahara added. “They also are expected to vote with their wallets by choosing to support sustainable and green brands that demonstrate authenticity, transparency, and accountability.”

Recovery

As the world emerges from the pandemic, is there a silver lining? According to industry experts, there is: global vaccine rollouts. And that ties directly into kickstarting FDI.

By the first quarter of this calendar year, 33 of the world’s major economies and regions had exported vaccines worth $13 billion around the world.

In Japan, the percentage of the population that had been fully vaccinated—at the time of writing—stood at more than 68 percent, compared with 57 percent in the United States.

Globally and by country, Portugal led the way for the number of individuals fully vaccinated per 100 population. Japan was ninth, just behind France, the United Kingdom, and Italy, while the United States was 13th, the Nikkei reported in October.

In the wake of global vaccination programs, at the time of writing international trade (on a customs clearance basis) was heading toward recovery, including in Japan.

While exports had declined 9.3 percent in 2020 from the previous year’s total of $640 billion, and imports had decreased 12 percent to $634.1 billion, exports had recovered by mid-2021.

Japan’s exports grew 26.2 percent year on year to ¥6.6 trillion in August 2021, the sixth straight month of double-digit sales growth, according to reports. This has led some experts to be optimistic in areas such as outbound M&As.

“If you look through the mid-term plans of Japanese companies, almost all will say, ‘We are going to allocate additional capital to outbound M&A activity to change the percentage of our overseas sales from 10 to 30 percent of our group sales over x number of years,’” Tokyo-based lawyer Lebrun notes. Other experts who spoke to The ACCJ Journal share similar sentiments.

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Japan as 196th

The true nature of inward FDI and how to improve it

One hundred ninety-sixth out of 196 countries. Just behind North Korea. That’s how Japan ranked in 2019 when the United Nations Conference on Trade and Development (UNCTAD) measured the cumulative stock of inward foreign direct investment (FDI) as a share of gross domestic product (GDP).1 FDI ranges from foreign companies setting up new facilities to them buying domestic companies. What a shocking result considering the 20 years Tokyo has spent trying to increase its cumulative stock of FDI.

Unless policymakers understand why past efforts have failed, Tokyo is unlikely to realize the new goal it announced in June: to hike inward FDI to 12 percent of GDP by 2030. That would triple today’s ratio. The main hurdle is Japan’s impediments to carrying out the primary form of FDI, namely, foreign companies buying healthy ones to gain a built-in labor force, customer base, brand name, suppliers, and so forth. Typically, in a rich country, 80 percent of inward FDI takes the form of mergers and acquisitions (M&As). In Japan, it’s only 14 percent.

While the government has yet to see the light, two new conditions may drive substantial change anyway.

One of these is a succession crisis at small and medium-sized enterprises (SMEs). Over the coming years, according to the Ministry of Economy, Trade and Industry (METI), 600,000 profitable SMEs may have to close because their owners are over age 70 and have no successor. Up to six million jobs are at risk.

To prevent this, a 2020 interim report of the cabinet-level FDI Promotion Council advocates helping these SMEs find suitable foreign partners by “facilitat[ing] business transfers between third parties,”; in other words, M&As. Unfortunately, the final report, published in June, has purged all talk of inward M&A. Clearly, some powerful forces feared foreign purchases more than the closure of hundreds of thousands of healthy companies. Still, the fact that the proposal even made it to the interim report is an encouraging sign.

A second potential driver is the push for corporate reform, as exemplified by the 2014 Stewardship Code and the 2015 Corporate Governance Code. The latter was proposed to the government by Nicholas Benes, a former American Chamber of Commerce in Japan (ACCJ) governor. Many ACCJ leaders believe that, as listed corporations face increased pressure to focus on profitability rather than just sales, they will increasingly focus on core competencies. Consequently, they will hive off lackluster divisions as well as hosts of affiliates that some other company could operate more productively. If so, this will not only boost Japan’s growth rate, but also greatly increase the number of companies available for foreign purchase.

To assess these potential drivers, let’s examine the lay of the land.

Sine Qua Non of Successful Reform

Increasing FDI was incorporated into Japan’s growth strategy by Junichiro Koizumi during his time as prime minister (2001–06). That was a welcome reversal of attitude. Hardly any country has succeeded in economic reform without embracing inward FDI. Success stories range from the developing countries of Asia to the Eastern European transition states to mature economies. A study of 19 rich countries—where cumulative FDI had risen from six percent of GDP in 1980 to 44 percent by 2019—shows that inward FDI mainly lifted growth by improving output per worker.

It is not the higher efficiency of foreign-owned enterprises that provides the main fillip to the host country. Rather, it’s the spillover effects as their new ideas boost the performance of local suppliers, business customers and, sometimes, even competitors. For example, when Japanese automakers took “transplant” factories to North America, Detroit learned that it cost less to prevent defects in the first place than to fix them afterwards. Japanese economists, such as Yasuyuki Todo, Toshihiro Okubo, and Kyoji Fukao, have found that foreign firms bring similar spillover benefits to Japan.

When Koizumi came to power in 2001, the stock of inward FDI was a minuscule 1.2 percent of GDP. In 2003, Koizumi vowed to double FDI. In 2006, he set a goal of five percent of GDP by 2011. At first, there was marked progress; by 2008, FDI had risen to four percent.

Then momentum stalled. Despite Prime Minister Shinzo Abe’s 2013 pledge to double FDI, as of 2019 the ratio had barely risen to 4.4 percent. That figure is dwarfed by the 44 percent median ratio in other rich countries. To make matters worse, the government glosses over how badly it has failed. The Ministry of Finance (MOF) reported that inward FDI climbed to ¥40 trillion in 2020, thereby ostensibly achieving Abe’s goal. In reality, however, the 2020 figure was just ¥24 trillion, according to the International Monetary Fund (IMF), the Organisation for Economic Co-operation and Development (OECD), and UNCTAD.

How is such a huge discrepancy possible? Two sets of numbers are approved by the IMF, but only one—called the directional principle—is authorized for looking at a country’s FDI over time or for comparing countries. MOF, by contrast, highlights the other set, called the asset/liability principle. The latter has its uses, but it also includes items having nothing to do with real FDI (e.g., loans from overseas affiliates back to their parents in Japan). A spokesperson for MOF confirmed that such loans accounted for most of the discrepancy. Asked about MOF’s choice of numbers, an OECD official replied: “The directional principle is better suited to analyze the economic impact of FDI. It is the recommended presentation for FDI statistics by country and industry.” If solving a problem requires recognizing that you have one—in this case low levels of inward FDI—then Tokyo is in trouble.

Why Did Japan Come in Last?

FDI has soared in other countries that switched from resisting FDI to welcoming it. In South Korea, inward FDI has leaped from two percent of GDP before reformer Prime Minister Kim Dae-Jung came to power in 1998 to 14 percent today. In India, the share has jumped from 0.5 percent in 1990 to 14 percent now. In post-Communist Eastern Europe, the ratio has mushroomed from seven to 55 percent. Why, then, have Japan’s efforts failed?

In its June policy statement, the FDI Promotion Council wrote as if Japan didn’t appeal to foreign companies. Hence, most of its focus was on creating an “attractive business environment.” But the premise is inaccurate.

In survey after survey, multinational companies list Japan as a top target due to its large, affluent market, well-educated workforce and customer base, high technological levels, and so forth. In fact, Japan came in fourth out of 27 rich countries in the 2020 Kearney Foreign Direct Investment Confidence Index, an annual, global survey of senior executives conducted by the US-based global consultancy Kearney. Scholars Takeo Hoshi and Kozo Kiyota calculated that, if Japan performed like other countries with similar characteristics, the ratio of inward FDI to GDP would have already reached a very impactful 35 percent by 2015. In the 2021 survey, Japan slipped to fifth overall, but topped the list for economic outlook in net terms. Business leaders were most optimistic about Japan, Germany, Canada, and Switzerland, with the United Arab Emirates and Australia tied for fifth.

The real problem is that Japan’s most attractive companies are largely off limits to foreign purchasers. The press covers the spectacular exceptions where foreign enterprises rescue failing giants such as Nissan Motor Corporation, Sharp Corporation, and Toshiba Corporation. But the data shows that most foreign investors seek good companies that can not only help their sales in Japan, but offer resources that enhance the parent’s global expansion. By contrast, most domestic purchases are largely rescue operations. The foreign firms are not pursuing companies that need downsizing. In fact, the usual Japanese target for foreign acquisition has higher profits, better technical capacity, and a greater willingness to adopt new practices than the typical organization in its industry.

Foreign companies also select fairly sizeable targets. From 1996 to 2020, non-Japanese paid $112 million for nongroup companies on the stock market and $60 million for unlisted ones. Domestic buyers bought much smaller companies: group members worth just $11 million and nongroup companies worth $30 million.

Unfortunately, the most attractive SME targets are out of reach because they belong to corporate groups—the vertical keiretsu (company networks). Japan’s 26,000 parents and their 56,000 affiliate companies employ 18 million people, a third of Japan’s employees.

This does not count other attractive companies among unaffiliated subcontractors and closely allied suppliers where the parent holds no company stock. The Toyota Group, for example, has 1,000 affiliates plus 40,000 suppliers, of which the majority are subcontractors. From 1996 to 2000, non-Japanese were only able to buy a trifling 57 member companies of corporate groups, whereas they bought about 3,000 unaffiliated companies.

This obstacle is a legacy of the early postwar era, when Tokyo restricted FDI out of fear of foreign domination. In the 1960s, when Japan had to liberalize to join the OECD, the government devised what it called liberalization countermeasures to create structural impediments. These ranged from reviving cross-shareholding among corporate giants and their financiers, to shoring up the horizontal and vertical keiretsu.

Under Koizumi, with input from ACCJ leaders such as Benes and despite the resistance of the Keidanren (the Japanese Business Federation), Tokyo reformed the company law in 2007 to make inward M&A easier. For the first time, foreign companies were allowed to use cash in so-called triangular mergers to buy 100 percent of a Japanese company’s stock and, for the first time, they could use their own stock to pay for a company using a triangular merger. In both cases, they could squeeze out small holders of stock.

In a triangular merger, the foreign buyer sets up a Japanese subsidiary as a vehicle for the purchase, and that subsidiary must meet certain conditions. Would-be buyers still face some unwieldy rules and unfavorable tax treatment, including the way capital gains are counted and taxed in stock swaps.

The good news is that, over time, many of these formal hurdles in the M&A rules have been ameliorated, or companies have found a way to outflank them, according to Benes, ACCJ FDI and Global Economic Cooperation Committee Chair Kenneth Lebrun, and former committee co-chair Bryan Norton.

Both Lebrun and Benes have, in their professional careers, represented companies involved in inward M&A. The reported intention of Western Digital Corporation to use a stock swap to pay about $20 billion for Kioxia Corporation (the chip company spun off from Toshiba), will be a test case for the ease and cost of using an option that is more common and less tax-burdensome in other countries.

Despite the remaining legal and regulatory hurdles in rules, the biggest impediment these days, said Benes, is the reluctance of companies to sell off divisions or affiliates to foreign strategic buyers. Yet he added that, largely due to governance reforms, even here the ice is beginning to crack.

“The difference now compared with 2005 is like night and day. Domestic M&A is common and, in some cases, shareholders have forced management’s takeover defenses to be dismantled. This new atmosphere may be the biggest reason to expect more FDI via M&As in the future. Still, the floodgates will open more slowly than is optimal for Japan.”

Despite this progress, many legacies of the past—from the vertical keiretsu to obsolete attitudes among some policymakers—still curb inbound M&As. One prominent US business executive noted how Toshiba’s management and METI used the pretext of “national security concerns” in a failed attempt to block a shareholder vote against management. He feared that the same thing might occur in other cases.

Officials sometimes claim they are simply acquiescing to the public’s fear of foreign takeovers. The reality is that the government lags a big change in the public mood. As early as the mid-2000s, 47 percent of respondents in surveys said the impact of foreign companies on the Japanese economy was positive, whereas only eight percent thought it was negative. Just four percent held the once-common view that foreign companies and financiers were “vultures” who wanted to buy Japanese companies on the cheap and then sell them to make a quick buck. Twenty percent of respondents said that they wanted to work for a foreign business while another 20 percent said that they did not want to. The rest offered no opinion.

Business leaders are divided. While the Keidanren has often been obstructionist, the more progressive Keizai Doyukai, the Japan Association of Corporate Executives, has welcomed FDI. In 2005, during the debate over Koizumi’s Commercial Code reforms, it called for increasing inward FDI to 10 percent of GDP, twice Koizumi’s goal. It advocated revising the tax code to allow deferment of capital gains taxes on M&As financed via stock swaps while warning against proposals that would impose a more difficult capital gains tax environment. In a 2015 document, it once again advocated better tax treatment of inbound M&As.

Keidanren, by contrast, recalled Benes, successfully lobbied METI to make the tax treatment for cross-border stock swaps as “burdensome and difficult as possible.” At the very last minute, a senior METI official reversed the agreement that its own team in charge had already agreed on with MOF for convenient tax treatment. Unfortunately, the Keidanren continues to have much more sway with the government on these matters than does the Keizai Doyukai.

Three Drivers

Could inward FDI take a leap forward despite the government’s resistance to inward FDI? Yes, it’s possible because of three drivers. First, as detailed above, is the sea change in attitudes among the general public as well as parts of the business community and some officials. Second is the succession crisis at SMEs, also noted above. If necessity truly does give birth to invention, this could be the entrance ramp to making inward M&A a standard tool. How many 70-year-old owners of SMEs would refuse to sell to a foreigner, let their business die, and leave the employees jobless if the government or a big trading company made the introduction and vouched for the buyer’s intention to help them grow rather than engage in mass layoffs?

Japan already has a number of companies, such as Nihon M&A Center Inc., which arrange domestic M&As for healthy SMEs with no successor. That has made M&As more acceptable. So far, however, almost none of these cases have involved foreign buyers. There is also Japan Invest, a program of the Japan External Trade Organization (JETRO), which actively courts foreign companies to set up greenfield operations in Japan; but it makes no effort to recruit foreign companies to buy Japanese ones. Inbound M&A should be added to JETRO’s mandate. Japan’s giant sogo shosha (general trading companies) and megabanks, with their skill sets and extensive networks inside Japan and overseas, are very well suited to act as matchmakers for inbound M&As for these SMEs. It could be a very lucrative business for them.

Studies show that SMEs are more likely to sell to a foreign company if they see that other SMEs have done so successfully. Hence, as foreigners buy and improve SMEs, the process is likely to snowball.

Will better corporate governance become a driver? Many US executives expect that it will. Speaking of return on equity (ROE), one noted: “Ten years ago, when I used the term ROE, many Japanese executives asked me what I was talking about. Not these days.” Some analysts point to companies such as Hitachi, Ltd. and Shiseido Japan, Co., Ltd. that sold healthy divisions to foreign private equity (PE) firms to focus on their most lucrative activities. Lebrun noted that, “the stock market has certainly rewarded companies that are taking these steps.”

This logic may eventually bear fruit, but it will take years to see how much impact these reforms will have. Hitachi and Shiseido are the kind of globally active corporations that are most likely to improve efficiency for their own strategic reasons, not because of new governance rules. In fact, Hitachi began divesting before the change in the two codes. While “select and focus” has been a big buzz phrase in boardrooms during the past decade, it’s hard to find data measuring how much the typical corporate giant has really implemented it, either by narrowing the range of products or shedding affiliates. In any case, the total number of subsidiaries and affiliates in 2017 was more or less the same as in 2007.

In anticipation of a boom in carve-outs, KKR, Bain & Company, Inc., CVC Capital Partners, and about 80 other domestic and foreign PE firms are building up their war chests. So far, however, the anticipated upsurge has yet to emerge. Since 2004, there have only been 10–20 domestic divestitures above ¥10 billion ($100 million) to PE firms per year, a figure that has not increased over time.

The typical sale has been priced at about ¥50 billion ($500 million), with the notable exception of 2017, when a group led by Bain paid $18 million for 40 percent of Toshiba’s memory unit. There has so far been no trend increase in the total value of deals. The delay, Bain commented in a 2018 report, is due to the fact that there is still “insufficient pressure on corporates to sell quality assets” and that “boards and shareholders do not yet push for strategic divestitures,” i.e., selling profitable but lackluster units that don’t enhance core competencies. Instead, Bain added, corporations are taking easier routes to show better ROE numbers, such as stock buybacks and selling low-quality assets, namely, those that are unprofitable or suffer declining sales and a worsening competitive position.

Regardless of any rules on paper, shareholders’ power over management is limited by a simple financial fact: Japan’s 5,000 biggest corporations have little need to raise money on the equity markets to fund new investments, since their internally generated cash flow regularly surpasses their investments in new plant and equipment. The overall decline in stable shareholders (i.e., cross-shareholders plus other management allies) should be a force for improving shareholder power. However, as Benes points out, the Financial Services Agency (FSA) has issued rules that make it hard for minority shareholders to act collectively to make suggestions to management, as they can in the United States and the UK.

Beyond that, companies can make financial measures look better without any improvement in real efficiency. For example, if companies use current profits to measure ROE or return on assets (ROA), then the Bank of Japan’s continual lowering of interest rates will make the measures look better. However, when ROA is measured in terms of operating profits—profits before interest—it’s hard to find much improvement so far.

At the 5,000 biggest corporations during 1996–2012, ROA averaged just 3.5 percent. It rose only a smidgeon to 3.8 percent from 2013 to 2019. Worse yet, these companies increased their profits primarily by cutting wages rather than improving efficiency. In 2019, operating profit per worker was 70 percent higher than in 1996, even though sales per worker were only three percent higher.

How did companies pull that off? By cutting wages three percent per staffer and thereby shifting a big chunk of value-added from wages to profits. However, for an economy to be healthy, it is necessary for productivity, profits, and wages to grow in tandem. Unless shareholders care how better profit numbers are achieved, it’s not clear how increased shareholder power would lead to more productive corporate strategies.

Perhaps changes in corporate governance rules, the succession crisis, and other drivers will eventually add up to a force powerful enough to alter deep-seated mindsets regarding product diversification, vertical keiretsu, and sales to foreign strategic investors. Still, the likelihood is that the magnitude of change required in inward FDI will require a concerted policy effort by the government and business leaders. Otherwise, when 2030 arrives, Japan might still be little better than in 196th place.

This article was adapted from Katz’s forthcoming book on reviving entrepreneurship in Japan.

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Attracting Global Investment

Ideas for making Japan a top financial center

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Two recent papers produced by committees of the American Chamber of Commerce in Japan (ACCJ) have highlighted the considerable opportunities that would result from changes to regulations that currently hinder Japan’s financial sector from attaining its full potential. And with the Japanese government committed to raising Tokyo’s profile as one of the world’s top financial centers, the committees are hopeful that regulatory authorities here might embrace some of the proposals.

The Investment Management Committee published a viewpoint entitled Relax or Eliminate Unrelated and Onerous Regulatory Requirements for Marketing of Offshore Funds to Professional Investors Conducted by Global Investment Managers, while the Financial Services Forum released a white paper headlined Reimagining Japan as a Global Financial Center, the latter proposing changes that would drive the nation’s long-term economic growth.

License to Sell

Japan’s financial regulations are designed to protect investors, both retail and institutional, which is a “worthwhile goal” according to David Nichols, executive advisor at EY Strategy and Consulting Co., Ltd. The type of investment is determined by the definition of the investment and the sales license held by the distributor.

“The licenses entail certain responsibilities—some fiduciary and some customer best-interest,” said Nichols, who also chairs the Investment Management Committee.

“While distributors do not have a fiduciary duty to their clients, they are holding their customers’ security purchases in firm accounts,” he added. “As such, the state of the distributors’ balance sheets can impact the client holdings. If the distributor goes bankrupt, clients may have difficulty accessing their investments.” As a result, the Type 1 license required by a distributor has capital adequacy requirements to safeguard investors.

While offshore funds fall under the definition of securities that can only be sold by distributors with a Type 1 license, the fund assets are not part of a distributor’s balance sheet and, therefore, are not impacted by the health of that balance sheet, Nichols pointed out.

“So, the reason the regulations are in force is that offshore funds have been classified as a security but do not hold the same dependency on the distributor’s balance sheet as a normal security does, since the fund assets are held by an independent custodian,” he explained, describing the situation as “an unintended consequence of regulations intended to protect investors.”

To correct the situation would require a root-and-branch revision of the 2006 Financial Instruments and Exchange Act, which would be a major undertaking and would require an amendment approved by the national Diet. Instead, the ACCJ is proposing some administrative changes that the Financial Services Agency can enact and “that would get us to materially the same place,” Nichols said.

Norihiko Tsukada, managing director and head of compliance at BlackRock Japan Co., Ltd. and vice-chair of the Investment Management Committee, identified “certain off-site monitoring items, including daily calculations of capital ratios” as one regulation that is unnecessarily obstructive, although he points out that regulations in Japan are broadly equivalent to those of other jurisdictions. In the United States, however, limitations are less of a concern, as the market there is sufficiently large to make it economically feasible to package investments in US onshore vehicles.

Lost in Translation

Distributors in Japan also face administrative hurdles and language requirements that make it more complicated to set up and run an asset management business. That should be a concern since Tokyo has designs on a larger role in the global financial services market.

The committee has recommended that regulations surrounding the offsite monitoring of investment management companies (IMCs) should be relaxed, as certain reporting items are not relevant to the activities of global IMCs, along with the initial registration process for distributors of standard Type 1 Financial Instruments Business (FIB).

“Tailoring regulatory requirements to address relevant business risks will not impact client protection,” the paper emphasizes, adding that “such relaxation of regulatory requirements would improve the appeal of Japan to foreign investment managers interested in establishing a presence in Japan, and would be consistent with the [government of Japan’s] objectives to promote Tokyo as a global financial city.”

The solution, the committee suggests, would be the creation of a new type of FIB, that might be called a “solicitation-only” Type 1 FIB.

Seize the Moment

Aaron Lloyd, director of Sompo Japan DC Securities Inc., said the regulations are not new, “but you could say that dissatisfaction has reached a tipping point, as many foreign investment management companies would like this regulation changed.”

Failure to seize this opportunity, he believes, may have lasting negative implications—particularly with Tokyo and Singapore competing to attract companies that might be considering leaving Hong Kong as a result of the Chinese government’s recent crackdowns in a city that, until now, has been the Asia–Pacific region’s preeminent financial center.

“Japan should introduce changes,” Lloyd told The ACCJ Journal. “The government should be making it easier for foreign asset managers to solicit their funds, not more difficult. With the costs of maintaining an investment management business high in Japan, it would be a boon to the industry if overburdening regulatory requirements were reduced.”

Driving Disruptive Innovation

The Investment Management Committee’s aims have a good degree of crossover with those of the ACCJ Financial Services Forum, which is confident that Japan can position itself as one of the leading financial gateways for Asia, and prosper were the region to become the leader in global economic growth.

“Financial services firms ultimately help grow capital markets and the economy, which creates jobs and a higher standard of living. They also help solve the financial wellness challenges of institutional and retail investors’ clients in a way that creates confidence and [encourages] participation in capital markets,” said Derek Young, a Chartered Financial Analyst charterholder who is president and representative director for Japan at FIL Investments (Japan) Limited.

Relative to its size and the diversity of its economy, at present Japan’s finance industry “punches far below its weight,” according to Young, who also serves as vice-chair of the ACCJ Financial Services Forum and is a member of Fidelity International’s Global Operating Committee.

Introducing more competition in this sector also helps to drive disruptive innovation in the pursuit of expanding Japan’s capital markets and helping Japanese investors solve the challenges that they face, Young added.

“Japan is the third-wealthiest country in the world, and is a super-aging society,” he pointed out. “The need for assets to last for longer and to provide income makes Japan a prime target for financial services firms that want to help solve that challenge.”

Roadmap

The Financial Services Forum has drawn up an extensive list of recommendations for the Japanese government that can be distilled into six main areas:

• Make it easier to live and work in Japan, as well as to enter and return
• Improve governance, transparency, and stewardship
• Address the need for more specialized professionals
• Broaden market participation for individual investors
• Address shortcomings in selected financial regulations
• Facilitate development of key financial infrastructure functions

In conclusion, the report states that, “Japan possesses the necessary attributes to achieve this goal: a highly educated and motivated population, a diverse and large economy and corporate base to support it, high levels of technological development and adoption, and a stable political environment underpinned by commitment to the rule of law.”

Critically, however, what has been missing to date is a coordinated commitment, across the government and corporate sectors, to address legacy structural shortcomings that are impeding the development of a financial center that leads rather than follows. On its current trajectory, Japan is likely to fall further behind nimbler centers.

“Many of the issues needing attention are challenging to address,” the report concludes. “Nevertheless, developing a more robust financial ecosystem in Japan demands that policymakers take up this challenge with a sense of urgency and determination. Doing so not only would establish Japanese leadership in global finance, but also make a vital contribution to Japan’s long-term economic growth.”

And Young is optimistic that change is in the air.

“One of the most encouraging facets of this white paper exercise was meeting with prominent Japanese government officials about the findings,” he said. “It’s clear that there is existing momentum to change the business environment in Japan, [and] to make it more friendly to foreign investors.

“Change is not easy—especially in a tradition-rich country such as Japan—but we met with very little resistance in a general sense and, instead, were greeted with a friendly acknowledgment that Japan is thinking about ways to improve its positioning as a global financial center.”

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