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

Corporate Governance and Control

Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of interest between various corporate claimholders. In this survey we review the theoretical and empirical research on the main mechanisms of corporate control, discuss the main legal and regulatory institutions in different countries, and examine the comparative corporate governance literature. A fundamental dilemma of corporate governance emerges from this overview: regulation of large shareholder intervention may provide better protection to small shareholders; but such regulations may increase managerial discretion and scope for abuse.

Shareholder Protection and Outside Blockholders: Substitutes or Complements?

This paper joins the literature examining connections between legal protection of shareholders and finance. Driven by the need to attract funds a manager tries to reduce agency costs by selling a fraction of equity to a large investor (the outside blockholder). Monitoring by the blockholder can serve as a commitment device limiting inefficient private benefits extraction. However, the threat of collusion between the blockholder and the manager hampers raising funds from dispersed shareholders. We examine how the manager’s choice of the ownership structure is affected by the legal protection of shareholders. Our main finding is that, contrary to the widespread view, there can be a U-shape dependence of the outside ownership concentration on the quality of shareholder protection. At the same time our result on the total ownership concentration is consistent with recent research.Corporate governance, shareholder protection, blockholder monitoring, collusion, ownership structure

One Share - One Vote: The Theory

The impact of separating cash flow and votes depends on the ownership structure. In widely held firms, one share - one vote is in general not optimal. While it ensures an efficient outcome in bidding contests, dual-class shares mitigate the free-rider problem, thereby promoting takeovers. In the presence of a controlling shareholder, one share - one vote promotes value-increasing control transfers and deters value-decreasing control transfers more effectively than any other vote allocation. Moreover, leveraging the insider's voting power aggravates agency conflicts because it protects her from the takeover threat and provides less alignment with other shareholders. Even so, minority shareholder protection is not a compelling argument for regulatory intervention, as rational investors anticipate the insider's opportunism. Rather, the rationale for mandating one share – one vote must be to disempower controlling minority shareholders in order to promote value-increasing takeovers. As this policy tends to empower managers vis-a-vis shareholders, it is an open question whether it would improve the quality of corporate governance, notably in systems built around large active owners. The verdict in the case of depositary certificates, priority shares, voting and ownership ceilings is less I ambiguous, since they insulate managers from both takeovers and effective shareholder monitoring.Security-voting structure; market for corporate control; controlling minority shareholders

The Global History of Corporate Governance: An Introduction

This paper presents a synopsis of recent NBER studies of the history of corporate governance in Canada, China, France, Germany, Japan, India, Italy, the Netherlands, Sweden, the United Kingdom, and the United States. Together, the studies underscore the importance of path dependence, often as far back into preindustrial period; legal system origin, though in a more nuanced form than mere statutory shareholder rights; and wealthy families. They also clarify the roles of ideologies, business groups, trust, institutional transplants, and politics in institutional evolution and financial development. Other themes are the universality of business insiders' investments in, entrenchment, and a possible behavioral basis for this.

Ownership Strucure ad the Performance of Belgian Listed Firms

In this study we investigate empirically the relationship between ownership structure of Belgian listed firms, and their performance measured by Tobin’s Q. We focus on the management and the largest shareholders equity ownership. We use first a cross-sectional estimation from 1991 to 1996. Second, we use panel data estimation to control whether the results found cross-sectionally are not due to unobserved firm heteroeneity. The use of panel data confirms the results obtained cross-sectionally for managerial ownership, that is, the relationship between the fraction of equities held by managers and Tobin’s Q is negative. However, panel data results for the relationship between largest sharholders equities ownership and Tobin’s Q become positive, while it is negative cross-sectionally. These results indicate that there is firm heterogeneity which is not captured in the cross-section estimation.Corporate governance, managerial ownership,largest shareholders ownership,firm performance,Tobin’sQ,cross-sectional models,panel data

Ownership Concentration and Corporate Performance on the Budapest Stock Exchange: Do Too Many Cooks Spoil the Goulash?

We examine the impact of ownership concentration on firm performance using panel data for firms listed on the Budapest Stock Exchange, where ownership tends to be highly concentrated and frequently involves multiple blocks. Fixed-effects estimates imply that the l largest block increases return on assets and operating efficiency strongly and monotonically, but the effects of total blockholdings are much smaller and statistically insignificant. Controlling for the size of the largest block, point estimates of the marginal effects of additional blocks are negative. The results suggest that the marginal costs of concentration may outweigh the benefits when the increased concentration involves "too many cooks."Budapest, stock, exchange, ownership, concentration, Earle, Upjohn