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英国留学生金融学专业毕业论文:Bank control, take

Bank control, takeovers and corporate governance in Germany
Julian Franks a, Colin Mayer b,*
a London Business School, London, UK
b Said Business School, University of Oxford, Radcli€e In®rmary, Woodstock Road,
Oxford OX2 6HE, England, UK
Abstract
This paper examines the three cases of hostile takeovers in Germany in the postSecond World War period. It describes the important role played by banks in 英国论文网a€ectingthe outcome of the bids: bank representatives were chairmen of the supervisory board inall three cases and banks voted a large number of proxies in important decisions affectingthe bids. The paper reports that low returns were earned by shareholders of twoof the target ®rms and o€ers an explanation in terms of bank control and the regulatoryregime operating in Germany. Ó 1998 Elsevier Science B.V. All rights reserved.
JEL classi®cation: G32; G34
Keywords: Takeovers; Bank control; Corporate governance
1. Introduction
The recent attempted hostile acquisition of Thyssen AG by Krupp AG
has once again brought to the fore the operation of the German corporate
governance system and the role of the banks. The banks have been seen to
Journal of Banking & Finance 22 (1998) 1385±1403
* Corresponding author. Present address: Department of Economics, Stanford University,
Stanford, CA 94305-6072, USA. Tel.: 1 650 725 7836; fax: 1 650 725 5702; e-mail: cmayer1@leland.
stanford.edu
0378-4266/98/$ ± see front matter Ó 1998 Elsevier Science B.V. All rights reserved.
PII: S 0 3 7 8 - 4 2 6 6 ( 9 8 ) 0 0 0 6 0 - 0
be instrumental in orchestrating and organising the raid. To some, most
notably German steel workers and particular politicians, the banks haveabused the social values of the German governance system. To others, theyhave let shareholders down in failing to push through the bid to the bitterend.Hostile takeovers in Germany are an important subject of study for tworeasons. Firstly, there are not many of them: only three in the whole of thepost Second World War period. Secondly, although they are the earthquakesof German corporate governance and should not therefore be regardedas examples of normal practice, they do allow us to observe theoperation of German corporate governance and the behaviour of bankswith an unusual measure of clarity. In addition, they provide an interestinglaboratory on how a virtually unregulated takeover market a€ects shareholderreturns.
In particular, we want to use the hostile bids to examine two questions:
®rstly, do banks exercise substantial control during these turbulent periodsand, secondly, if they do, in whose interests do they act. There is continuingdiscussion amongst both academics and policy makers about the power ofGerman banks. In principle, concentration of control through proxy votesshould encourage more active corporate governance by German banks than byUK and US ®nancial institutions which hold much smaller stakes and largehighly diversi®ed portfolios of shares. Since banksÕ own shareholdings are ingeneral modest, where con¯icts arise between shareholder interests and incumbentmanagement, banks may attach less signi®cance to their custodianfunctions than to the margin and fee income which they derive from commercialand investment banking. Banks may also feel they have obligations



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