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英国牛津大学金融硕士论文Bank control, takeovers and corporate governance in Germany
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 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 two
of 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.

Keywords: Takeovers; Bank control; Corporate governance

1. Introduction
The recent attempted hostile acquisition of Thyssen AG by Krupp AGhas once again brought to the fore the operation of the German corporategovernance system and the role of the banks. The banks have been seen to
Journal of Banking & Finance
be instrumental in orchestrating and organising the raid. To some, mostnotably 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 by
UK 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 toother stakeholders such as employees and managers.We ®nd that banks do exert signi®cant in¯uence over the outcomes ofbids, their power in large part deriving from their chairmanship of supervisoryboards, and the proxy votes which they cast on behalf of individualshareholders. The latter may be especially important where there are restrictionson voting rights: these limit the votes that large blockholders cancast but not those of banks acting as custodians of small shareholders. We®nd that returns to shareho本论文由英语论文网提供整理，提供论文代写，英语论文代写，代写论文，代写英语论文，代写留学生论文，代写英文论文，留学生论文代写相关核心关键词搜索。