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英国牛津大学留学生MBA论文定制，关于德国公司治理中的敌对角色研究，本文使用的实证证据表明，德国制的公司控制与治理是更积极和更有敌意比以前有人建议。它提供了一个完整的所有权和收购防御模germanlisted公司发现高度分散的而不只是分散，我们的文件如何积累的敌对的股份可以用于控制目标公司的所有权模式给予这些。
The role of hostile stakes in German corporate governance
Tim Jenkinson a,b, Alexander Ljungqvist b,c,)
a Sa¨ıd Business School, Oxford UniÕersity, Oxford OX1 1HP, UK
b CEPR, Groswell Road, London EC1 U 7RR, UK
c Stern School of Business, New York UniÕersity, New York, USA
Accepted 22 June 2001
Abstract
This article uses clinical evidence to show how the German system of corporate controland governance is both more active and more hostile than has previously been suggested. Itprovides a complete breakdown of ownership and takeover defence patterns in Germanlisted companies and finds highly fragmented Žbut not dispersed. ownership in non-majority
controlled firms. We document how the accumulation of hostile stakes can be used to gaincontrol of target companies given these ownership patterns. The article also suggests animportant role for banks in helping predators accumulate, and avoid the disclosure of, largestakes.

Keywords: Corporate governance; Block trades; Takeovers; Banks; Germany

1. Introduction
There is a widespread belief that the German system of corporate governanceexhibits a very low level of hostility. In the stereotypical view of German Finance,hostile tender offers are virtually unheard of, with banks Žrather than markets.
assumed to play an important role in both the financing and control of German) Corresponding author. Finance Department, Stern School of Business, New York University, 44West Fourth Street, Suite 9-190, New York, NY 10012-1126, USA. Tel.: q1-
corporations.1 This article challenges some important elements of this view. It iscertainly true, notwithstanding the recent successful tender offer for Mannesmannby Vodafone–Airtouch, that hostile tender offers have played almost no role indisciplining incumbent management.2 However, we suggest that there is a much
greater incidence of outsiders accumulating hostile stakes or blocks in an attemptto gain control. Hostile stakes are often built by coalitions of large investors whoshare dissatisfaction with the incumbent management, or have other motives for
seeking control. One such particularly important motive may be the expropriationof minority shareholders. The dynamics of hostile stakebuilding are complex anddifficult to observe—in many cases it is not possible simply to look at a shareregister and infer who is exerting control over the company. This opaquenessderives from the low level of transparency of share stakes and weak regulation ofparties acting in concert. Our article seeks to overcome this opacity by taking a
AclinicalB, or case study approach, looking in detail at the dynamics of stakeaccumulation, and the control battles that ensued.This approach is both a strength and weakness of the paper. We identify 17
cases of hostile stakebuilding over an 8-year period. This is clearly not a largenumber in absolute terms, or relative to the total number of listed companies inGermany Žfewer than 600 at the time.. However, one should not jump to
conclusions too quickly. In common with a number of other countries in Europe
Žexcluding the UK. ownership concentration is very high in Germany.3 In Section
2 we look in detail at the ownership structure, and takeover defences, of all
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