محدودیت های فرمهای جایگزین سرمایه: مورد شرکت های برگزاری آناتولی

Since the late 1960s, alternative forms of capitalization have emerged in the absence of an effective capital markets regime in Turkey. We can see these alternative forms in the failed attempts to create Anatolian holding companies through the direct investment of small savings. This article shows how Anatolian holding companies became victims of poor institutional and regulatory regimes, and how the lack of institutions to promote impersonal trust in the economy in turn, permitted widespread abuses. We identify populist politics, lax oversight, and social norms that incorporated gambling as three interlinked reasons which hindered the genesis and development of viable capital market reform and regulatory institutions in Turkey.

In the 1970–90s, large multiownership companies, commonly referred to as Anatolian holding companies,1 were formed through small family investments. These holding companies constituted an idiosyncratic model of capital formation. They were both a response to the lack of industrial capital and a by-product of the politically charged strategy to initiate development and industrialization in the country. We argue that where the rules of advanced capital formation and managerial enterprise (Chandler, 1992) fail to apply, alternative structures can emerge. In Turkey, this alternative model occurred through multiownership companies whereby thousands of small investors put their savings in holding companies that promised good returns while assisting small and medium-sized firms. Our findings indicate however, that Anatolian holding companies became victims of the absence of institutional and regulatory regimes and the lack of institutions to promote impersonal trust in the economy that in turn permitted widespread abuses. Our work highlights the importance of institutional and regulatory regimes for creating viable capital markets in order to achieve economic growth. The failure of Anatolian holding companies along with the persistent capital market failures in Turkey lead us to ask two fundamental questions: why did no institutions and regulatory regimes evolve along with the changing needs of the economy? and why were existing controls so often subject to circumvention and abuse? The answers lie in the dynamic interaction between the politics of institution building and behavioral and social norms. We identify three factors that undermined market trust and institution building leading to chronic failures and abuses: policy formation was trapped in populist–clientalist cycles with a slippery political center; lax oversight practices were encouraged by the single-leader tutelage in party politics; and the social norms that allowed investors to accept flimsy assurances and fuzzy legality as part of their gambling habit. The limited investigation into Anatolian holding companies so far has prevented policy makers from understanding opportunities and challenges offered by alternative capital formations. Despite the deficiencies and the business failures of the past, we believe that the continuing attractiveness of multiownership companies as a form of alternative capital formation and utilization of small family investments in local projects deserves serious attention. We also think that this model is likely to be tried again in Turkey and perhaps elsewhere. Correcting the underlying flaws is crucial to prevent hundreds of corporate collapses and massive loss of small shareholders’ investments. The case of Anatolian holding companies also has certain similarities with the new corporate landscape created through privatization schemes in Russia and Eastern Europe where privatized company assets have been transferred through often nontransparent and illegal means. Our findings support studies on market reform and institution building in former Communist regimes where weak regulatory controls, widespread mistrust, and the abuses still prevail in these markets (Blasi et al., 1997; Kogut & Spicer, 2002). Our study highlights a fundamental issue in economic development and regulatory reform for many developing and post-communist economies, that is the need to understand better the links between socio-political forces and behavioral norms embedded in economic life. In order to allow imaginative solutions to emerge in the wake of an endemic lack of capital for industrialization, developing economies should not look for miracles. The fundamental question for both scholars and policy makers is to find the ways to secure and nurture regulatory regimes in order to serve the long-term interests of wider societal elements in economic development rather than the speculative short-term gains of narrow groups and/or managers. The findings of this paper hold implications for studies on firm finance for small and medium enterprises [SMEs] (Becchetti & Trovato, 2002; Winker, 1999), Islamic finance and economics (Kuran, 1995, Kuran, 1996 and Kuran, 2003; Warde, 2000) and in general on the importance of the politics of institution building and impersonal trust for economic development.2 The article is divided into six sections. Section 2 considers the viability of capital markets for countries such as Turkey through a brief critique of theoretical literature. Section 3 presents an analysis of Turkey’s experiments with capital markets. This is followed by two case studies on the formation of Anatolian holding companies. In Section 5, we illustrate the reasons for poor managerial and regulatory discipline. In conclusion we recommend the key policy changes needed in the light of our findings.

Our paper illustrates that in the 1990s norms and internalized moral values of Islam created initial trust among investors just as the ideological appeal of socialism lured their counterparts in the 1970s. But this trust needed to be secured for sustainable business success within an impersonal capital regime and its institutions. The first wave of Anatolian holding companies illustrates how regulation failed to promote impersonal trust and the second shows how societal obligations and moral grounds fell far short of the guarantees necessary for the survival of these companies in the absence of responsible institutions. In consequence, the damage of this demise has not only been financial but moral also. Why then were the lessons of the special foreign exchange deposits and later banker scandals not used to prevent similar disasters in the 1970s and the 1990s? Why did Turkish governments persistently fail to develop a viable finance regime? As we have illustrated, principal agent theory and institutional and regulatory perspectives fail to help us to understand this aberrant economic behavior. We identified three reasons for this failure to develop viable capital market reform and regulatory institutions in Turkey: populist–clientalist political culture; lax oversight in the party system of single leader tutelage; and the mentality of gambling. Consequently, widespread abuses and the mismanagement of politicians, law enforcement agencies, and managers led to the final failure of alternative capital formations. These findings hold implications for many developing economies and emerging democracies in which there are similar abuses and lack of credible law enforcement and institutional regimes to govern economic development beyond narrow group interests and patronage relations. The vicious circle of this self-destructive relationship between social norms and politics embedded in economic transactions hinder economic development and social justice in many developing countries. Protecting and nurturing narrow group interests through populist policies inhibit the scope of businesses and wealth creation as well as impersonal trust in the economy. In such environments where policy formation is entrenched and fuzzy legality is embedded in social and behavioral norms, how can a change emerge for the better? This vicious circle can best be broken by conscious policy efforts that will also nurture a collective understanding of the need to create and implement common rules of the game. But this will not emerge easily when such behaviors are deeply embedded in social and economic life. Catastrophes and external forces are another source of change. Turkey has reached the turning point where the old system has become a major liability, as revealed by responses to the recent chain of disasters and external forces. The 1999 Istanbul earthquake unveiled the catastrophe of semi-legality as badly constructed housing areas were flattened, contributing to the tragedy of over 20,000 deaths. Those individuals who dodged building regulations, officials who learned to ignore illegality, and politicians who made “legalizing illegality” as part of their populist–clientalist politics have all paid the price. The second disaster was the worst economic crisis in Turkey’s modern history when in 2001 thousands of businesses closed down and the whole banking regime collapsed. These catastrophes deeply affected public sentiment as everybody who had benefited from the lapses of legality and opportunism suddenly became net losers. External change factors came with the International Monetary Fund whose financial loan linked to economic and financial reforms became crucial for Turkey’s economic recovery and for the EU membership requirements. Turkish voters threw out all long-established parties and their leaders as none managed to enter the parliament in the November 2002 elections. The two-party parliament, and the government, led by the reformed Islamist party, declared EU membership as the main goal of Turkey and their leader, Tayyip Erdoğan, declared an end to the populist and clientalist political regime. It is too early to make a conclusive statement whether this will bring deep cultural and behavioral changes to the business community, or even to politics. But there is more hope than ever and many reforms are already being pushed forward.31 In this favorable climate there is the possibility of reinvigoration of Anatolian holding companies as well. Before that happens, policy reforms should include the following. The bank-centered finance model has failed to initiate industrial growth and the diffusion of economic activities to localities in Turkey. Despite its relative success, the Anglo-Saxon open market model is also not appropriate for long-term investments and geographically diffused industrialization in developing countries such as Turkey. A more regionally decentralized micro venture system set between bank-centered and stock market-led models, such as the Anatolian holding companies, can be a reliable alternative for entrepreneurial development and, especially, for diffusing industrialization. Encouraging local development through savings schemes such as Anatolian holding companies is also crucial to unleash local resources for development where industrial capital mobility is minimal and disparity among regions immense. It can also promote small and medium-sized firms. This model, however, ought to be structured along solid legal and institutional definitions and guarantees. First and foremost, however, Turkey needs a new company law regime and capital markets regulation which will recognize these new formations and define property rights, especially of small investors. Such regulation needs to provide a legal base for bond-like “papers” issued by the holdings and should also restrain entrepreneurs from malpractice. This will increase the reliability of company records. Furthermore, intermediate institutions that would reduce informational asymmetry between the managers and investors should be established. Independent regulatory and professional bodies should also be allowed to investigate the operation of the companies and their reports ought to be made public. The companies should be obliged to make their auditing reports and company information available to the public. An independent shareholders association can also monitor company performance on behalf of the intermediary institutions. Intermediate institutions can also provide a stock exchange where stocks are traded in local and regional economies. These reforms however will only be successful if the regulation and institution-building process creates institutional credibility and impersonal trust in the market for the emergence of wider and more complex relations. A high degree of political endorsement and administrative determination are crucial components of this law-making and enforcement. Social norms will evolve along new institutional structures and incentives in due course if punitive measures are in place for abusers and if the further advantage of increasing market growth can be demonstrated to a wider set of societal forces.