Skip to content

Yoshiro Miwa & J. Mark Ramseyer, The Beguiling Appeal of Banks, 75 U. Cin. L. Rev. 1005 (2007).

Abstract: Corporate law scholars sometimes present creditor-monitoring as a solution to the problems posed by dispersed ownership. They then cite the Japanese “main bank system” as an example of a successful, economy-wide creditor-monitoring regime. In fact, the Japanese main bank system does not exist, and never did. More basically, however, such scholars miss the way that dispersed ownership need not necessarily pose a “problem”: sometimes it does, but the firms with such ownership for which it is a problem will tend to abandon it or disappear. If firms in competitive economies maintain dispersed ownership structures, usually they maintain them because the structure fits the exigencies the firm presents. Neither does creditor monitoring necessarily present a “solution”: sometimes it does, and the firms with such a system for which it does work as a solution will tend to keep it and persist. If firms lack creditor monitoring, usually they lack it because it would not fit.