We use an institutional perspective to develop a framework for understanding the contexts, mechanisms and processes associated with institutions and institutional changes related to foreign investment in Japan. We examine power dynamics and relational boundaries between diverse actors and analyze why and how some components of institutions have changed and others have not. Also explored in this paper are the conflicting discourses that have been raised in regards to the participation of foreign investors. We also examine purposive efforts of various institutional entrepreneurs to change prevailing institutions in Japan. We assess structural factors working as sources of inertia in Japan's openness to FDI including the nature of capitalism, power of bureaucracy and culture and analyze various internal and external sources associated with exogenous shocks and gradual changes in institutions.