گروه های کسب و کار، کنترل بانک و سهامداران بزرگ: تجزیه و تحلیل تصرف آلمان

To analyze the consequences of concentrated ownership and bank control for the performance of acquiring firms, I employ a unique data set of 715 German takeovers. First, I find that takeovers increase bidder value, but majority owners provide no clear benefit. Second, bank control is beneficial only if it is counterbalanced by another large shareholder. Third, the worst takeovers are completed by firms that are majority-controlled by financial institutions. I conclude that majority control, whether exercised by a bank or another shareholder, increases the likelihood of decisions that do not maximize shareholder value. Journal of Economic Literature Classification Numbers: G34, G32, G21.

The efficiency of different corporate governance systems has attracted great academic and political interest during the past decade.1 Of particular interest has been the question of whether capital markets in the United States and the United Kingdom or strong blockholders and universal banks (as, for example, in Germany ¤ The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement of any SEC employee or Commissioner. This article expresses the author’s views and does not necessarily reflect those of the Commission, the Commissioners, or other members of the staff. y I thank the German Science Foundation (DFG) for financial support, the Bundeskartellamt and in particular Mr. Lehmann-Stanislowski for access to their data, and Sabine Becker, Nina Bohn, Bodo Kuester, and Yvonne Loeffler for helping with data collection. An anonymous referee, Theodor Baums, Julian Franks, Ron Gilson, Jose Guedes, Beatrice Boehmer, Alexander Ljungqvist, Yvonne Loeffler, Juergen Maier, Ernst Maug, Colin Mayer, Eric Nowak, Maureen O’Hara (the editor), Stephen Prowse, Stefan Sperlich, JohnWagster, ChristianWulff, and participants at the DFG-Colloquium in Berlin, the 1996 annual meeting of the German Finance Association, the 1996 conference on Money, Finance, Banking, and Insurance in Karlsruhe, the CEPR corporate finance workshop in Lisbon, the 1997 EFA, EFMA, and FMA meetings, the 1998 meeting of the European Corporate Governance Network and the SFA, the 1999 Olin Law and Economics Symposium, and the finance workshops at Frankfurt University, HEC Lausanne, Humboldt University, Rutgers University, Tilburg University, and Vienna University provided helpful comments. 1See Kojima (1995), Shleifer and Vishny (1997), and Zingales (1998) for surveys.

In an attempt to establish a link between ownership structure and performance, I analyze the effect of German takeovers on the market value of bidding firms. I identify the pyramidal business groups around listed German corporations, their respective owners, and the degree of bank control, and document that most exchangelisted German firms are controlled by large shareholders and financial institutions. The empirical analysis reveals several interesting features of German corporate governance. ² On average, takeovers increase the value of the acquiring firm. ² Majority owners provide no clear-cut benefit to bidder firms in that the quality of takeover decisions is not better for majority-owned companies. ² Large blockholders controlling less than 50% appear to play an important monitoring role, especially if banks are involved. Specifically, bidders where banks potentially control a large fraction of the voting power via proxy votes clearly benefit from minority blockholders. Bank involvement is beneficial if the institution holds the second- or third-largest stake, but not if it holds the largest stake. Therefore, it seems that decision quality is improved (in the sense of increasing shareholder wealth) only if there is a force independent of the bank.The most value-reducing takeovers are completed by bidders whose groups include firms that are majority-controlled by financial institutions. This result, not consistent with the presumption that German banks provide an efficient monitoring function to corporations, is robust with respect to various specifications of the test. Even if these acquisitions are part of an efficiency-enhancing restructuring program, bidder shareholders lose wealth. While the lack of data on corporate debt limits the ability to draw inferences on the efficiency of the transactions studied in this paper, I show that both highly concentrated ownership and substantial bank control per se have only a modest cross-sectional effect on German corporations and generally lack the positive consequences often ascribed to them.