Corporate governance in Germany : institutional background and empirical results

Corporate governance is currently a topic of great worldwide interest to academics, legislators, and practitioners. In addition to several academic articles, it has prompted active involvement of the OECD, the EU, the German Monopolkommission, the Bundestag, and several other institutions. Especially in comparison to the Anglo-American system, German corporate governance is characterized by lesser reliance on capital markets and outside investors, but a stronger reliance on large inside investors and financial institutions to achieve efficiency in the corporate sector. Since data on German corporations have become more easily available in recent years, the discussion has lately become more scientific and started to focus on studying the benefits and costs of the German system. The empirical results presented in this survey focus on the relation between ownership structure and firm performance in Germany. I summarize several empirical studies on this topic and put them into context to the institutional and legal environment in Germany. Due to data restrictions on unlisted firms, most results are based on corporations trading in official markets, representing the first-tier stock market in Germany. These firms have to publish large blockholdings exceeding 25% in their annual report. While this type of ownership data has been accessible for several years, information on voting control has only become available with the 1995 transposition of the European Union’s Transparency Directive into national law (Wertpapierhandelsgesetz, WpHG)

Transparency of ownership and control in Germany

We first analyze legal provisions relating to corporate transparency in Germany. We show that despite the new securities trading law (WpHG) of 1995, the practical efficacy of disclosure regulation is very low. On the one hand, the formation of business groups involving less regulated legal forms as intermediate layers can substantially reduce transparency. On the other hand, the implementation of the law is not practical and not very effective. We illustrate these arguments using several examples of WpHG filings. To illustrate the importance of transparency, we show next that German capital markets are dominated by few large firms accounting for most of the market’s capitalization and trading volume. Moreover, the concentration of control is very high. First, 85% of all officially listed AGs have a dominant shareholder (controlling more than 25% of the voting rights). Second, few large blockholders control several deciding voting blocks in listed corporations, while the majority controls only one block

On the decision to go public: Evidence from privately-held firms

We test recent theories of when companies go public which predict that 1) more companies will go public when outside valuations are high or have increased, 2) companies prefer going public when uncertainty about their future profitability is high, and 3) firms whose controlling shareholders enjoy large private benefits of control are less likely to go public. Our analysis tracks a set of 330 privately-held German firms which between 1984 and 1995 announced their intention to go public to see whether, when, and how they subsequently sold equity to outside investors. Controlling for private benefits, we find that the likelihood of firms completing an initial public offering increases in the firm's investment opportunities and valuations. We also show that these effects are distinct from factors that increase firms' demand for outside capital more generally. --Going public decision,IPO timing,Private benefits,Family firms

Who controls Germany? : An exploratory analysis

I analyze the most powerful shareholders in Germany to illustrate the concentration of control over listed corporations. Compared to other developed economies, the German stock market is dominated by large shareholders. I show that 77% of the median firm’s voting rights arecontrolled by large blockholders. This corresponds to 47% of the market value of all firms listed in Germany’s official markets. About two thirds of this amount is controlled by banks, industrial firms, holdings, and insurance companies. I show that due to current legislation it is clear for neither group who ultimate exerts control over the shareholding firm itself. For the remaining blockholders, only blocks controlled by voting pools and individuals can be traced back to the highest level of ownership. In the aggregate, both groups control only 5.6% of all reported blocks. The German government controls 8%, and it is not clear who ultimately is responsible for the consequences of decisions

Business Groups, Bank Control and Large Shareholders: An Analysis of German Takeovers

I analyse the effect of ownership structure and bank control on performance. I employ a unique data set of 715 German takeovers to test whether group structure, large shareholders, and bank control affect their value to shareholders. First, I find that takeovers increase bidder value, but generally not that of the business group surrounding it. Second, majority owners provide no clear benefit. Third, bank control is only beneficial if it is counter-balanced by another large shareholder. Fourth, the worst takeovers are completed by firms that are majority-controlled by financial institutions.Business groups, German banks, Corporate governance, Takeovers

On the decision to go public: Evidence from privately-held firms

We test recent theories of when companies go public which predict that 1) more companies will go public when outside valuations are high or have increased, 2) companies prefer going public when uncertainty about their future profitability is high, and 3) firms whose controlling shareholders enjoy large private benefits of control are less likely to go public. Our analysis tracks a set of 330 privatelyheld German firms which between 1984 and 1995 announced their intention to go public to see whether, when, and how they subsequently sold equity to outside investors. Controlling for private benefits, we find that the likelihood of firms completing an initial public offering increases in the firm’s investment opportunities and valuations. We also show that these effects are distinct from factors that increase firms’ demand for outside capital more generally

Trading your neighbor's ETFs: Competition or fragmentation?

Special issue on The Future of Stock Exchanges in a Globalizing World.</p

The choice of outside equity: An exploratory analysis of privately held firms

We analyze the choice between public and private equity financing of a unique, hand-collected sample of privately held firms that have indicated their willingness to raise outside equity. We document that these firms are remarkably similar at the time of the announcement, yet 71% complete an IPO, 18% sell equity privately, and the remaining firms do not raise capital at all. To understand what determines the ultimate outcome, we follow these firms over time and record what they might learn up to their final decision. We identify the marginal conditions that favor raising outside equity, and those that determine the choice between public and private equity. Our results show that firms react systematically to changes in market conditions, such as equity returns and the cost of capital, that occur after the announcement, controlling for capital constraints, ownership structure, and the motivation for raising outside capital

Lifting the Veil: An Analysis of Pre-Trade Transparency at the NYSE

This paper investigates an important feature of market design: pre-trade transparency, defined as the availability of information about pending trading interest in the market. We look at how the NYSE’s introduction of OpenBook, which enables traders off the exchange floor to observe depth in the limit order book in real time, affects the trading strategies of investors and specialists, informational efficiency, liquidity, and returns. We find that traders attempt to manage the exposure of their limit orders: the cancellation rate increases, time-to-cancellation shortens, and smaller orders are submitted. The new information OpenBook provides seems to cause traders to prefer managing the trading process themselves, rather than delegating this task to floor brokers. We also show that specialists’ participation rate in trading decreases and the depth they add to the quote goes down, consistent with a loss of their informational advantage or with being "crowded out" by active limit order strategies. We detect an improvement in the informational efficiency of prices after the introduction of OpenBook. Greater pre-trade transparency leads to some improvement in displayed liquidity in the book and a reduction in the execution costs of trades. We find that cumulative abnormal returns are positive following the introduction of OpenBook, consistent with the view that improvement in liquidity affects stock returns