The cross-border hostile bid fight between Scania in Sweden and the two German companies MAN and Volkswagen: institutional change and the mandatory bid rule

International hostile takeovers provide a unique context for studying how corporate governance mechanisms migrate across countries. This paper is prompted by a case study of the cross-border takeover fight between the target companies Scania (Sweden) and MAN (Germany) and the involvement of the owners of Volkswagen, Porsche (both Germany) and Investor (Sweden), 1999–2014. It reveals how incumbent owners in Germany and Sweden—two countries with a history of corporate control through blockholdings, corporatist-governance, state control (Germany) and multiple voting shares (Sweden)—manage to take advantage of the minority shareholders through arbitraging the differences in implementation of a new governance device across borders. The study focuses in particular on the mandatory bid rule (MBR) that forces a shareholder who passes a certain threshold of ownership to bid for the rest of the shares. The study reveals over twenty incidents of breaches of the idea of the MBR, to the detriment of minority shareholders. Building on institutional theory and sociology, the study provides useful insight into how incumbent actors may use bargaining power to capture a new regulation and circumvent it. Furthermore, the case illustrates the importance of legitimacy in the efforts to converge corporate governance systems. Thirdly, it adds to the critique of the mandatory bid rule in countries with a governance system supporting blockholders. Overall, the study raises a number of important issues regarding how national politics shape corporate governance and responds to new actors and coalitions of actors entering the scene. A convergence of takeover regulation not compatible with the legal framework might result in a less efficient than anticipated outcome of the market for corporate control. These results are consistent with the institutional theory perspective that key actors may have a vested interest in resisting change.     

Institutional Complementarities within Corporate Governance Systems: A Comparative Study of Bankruptcy Rules

Recent research work has put forward theconcept of national system of corporate governance to describe the complex architecture of legal rules, economic mechanisms and mentalities which constrain managerial discretion in a different way according to the country considered. The role played by the legal system in this set of mechanisms is particularly important and, as part of the legal system, the bankruptcy law performs a specific function: designed as a governance device for financially distressed firms, it also acts as a monitoring mechanism for healthy ones. The aim of this paper is to investigate the mechanisms of corporate governance in the context of bankruptcy in a comparative perspective. Relying on a broad definition of corporate governance (i.e., one which takes into account the influence of all stakeholders on managerial discretion), we first examine the insolvency codes of five countries (France, Germany, Japan, the United Kingdom and the United States). The stance of the law (creditor-oriented vs. debtor-oriented) is discussed in relation to the legal tradition of each country. We then study the way bankruptcy law in each country articulates with the other governance mechanisms. For that purpose, a typology of those mechanisms is used, based on the type of device each kind of stakeholder is able to activate. Results of both theoretical and empirical studies on bankruptcy are used to understand which of the different devices are used in each country. The comparative approach underlines the impact of institutional differences on organizations through the incentives sent to their stakeholders.     

From primacy to purpose commitment: How emerging profit-with-purpose corporations open new corporate governance avenues

This paper aims at contributing to corporate governance theory by developing a model of governance that takes into account a recent legal innovation: the introduction of purpose-driven legal business forms in the corporate law of several countries. Current debates in such theory oppose models that grant “primacy” (i.e., ultimate control rights) to different constituencies. The resulting uncertainty proves problematic in the face of new, urgent social and environmental stakes that are difficult to represent in traditional governance bodies. Newly adopted profit-with-purpose corporate forms' introduction of a “purpose” in corporate contracts renews these debates. We show that through the “purpose commitment” model it enables, the distribution of control rights in the governance system is decoupled from the objectives assigned to the corporation. This new approach renews the formal role of management, and corporations’ accountability to society. We explore the theoretical, practical, and political consequences of this new model.     

Perspective on comparative corporate governance: understanding corporate governance patterns

 The purpose of this study was to examine the perspective of international comparative research on corporate governance. The problems of stock ownership and corporate control in large corporations are the basis of any discussion on corporate governance. In large corporations of major capitalist countries, the subject of corporate control is changing from a single individual or family to the system of impersonal possession, depending on various factors of stock ownership between corporations and the interlocking directorship. These are the common bases that started the corporate governance problem. After these aspects are recognized, it is important to identify the difference in patterns of corporate governance in each country. First, I clarify the common direction of the development of “stock ownership and corporate control” seen in large corporations of major capitalist countries. Second, I look at the Anglo-American, Japanese, and South Korea patterns, and consider the differences or the distinctiveness of the classification by country in a concrete system of stock ownership and corporate control.     

Revisiting corporate governance through the lens of the Spanish evidence

The purpose of this study is to illustrate the characteristics of the Spanish corporate governance system and especially describe the diffusion of each mechanism among listed firms, in comparison with other industrialized countries. In doing so, we identify idiosyncratic traits of the Spanish corporate governance model that points up how the dichotomy between outsider- and insider-oriented models is simplistic and does not fit with the Spanish context. We argue, instead, that corporate governance has evolved in Spain towards a hybrid model that is situated in an intermediate position between the two aforementioned systems. The result of this hybridization is a system characterized by a new role for the state as a regulator, the presence of large blockholders, and a higher free float of capital on the stock market. Still, it is a very weak market for corporate control, and has reduced incorporation of Anglo-Saxon practices such as information transparency, board independence, or variable compensation packages for the management.     

Corporate Governance in Russia:: towards a European, US, or Russian Model?

This article analyzes Russia’s emerging corporate governance system taking into account both foreign and domestic influences. It discusses influences on Russia’s corporate governance from other countries, particularly the US, Germany, and France. Aspects of Russian culture and traditions are then examined to see how they might influence the country’s evolving corporate governance system. Although Russia will continue to be influenced by international standards and systems of other countries, the article concludes that Russian corporate governance will evolve into its own unique model reflecting the country’s traditions, values, and culture. Implications for Western investors are discussed.     

国际经验与企业实践——制定适合国情的中国公司治理原则

本文从公司治理这一国际性前沿课题的核心入手,论述了提高公司治理的有效性不仅要建立健全公司治理结构,更要培育科学运作的公司治理机制。面对各国、地区、组织制定公司治理原则的热潮,在分析世界各国、组织的公司治理原则的特点和发展趋势的基础上,提出了在我国企业进入公司治理改革新阶段的时候,良好的公司治理既需要国家通过强制性的法律法规对治理结构进行规定,还需要制定与公司环境变化相适应的、具有指导性、非强制性和灵活性的公司治理原则的观点。文章最后分析了制定适合我国国情的中国公司治理原则的必要性和迫切性,并介绍了由南开大学“中国公司治理原则研究课题组”研究完成的《中国公司治理原则（草案）》的内容、特点和创新之处。     

Performance measurement system contingency factors: a cross analysis of Italian and Indian SMEs

Recent studies have highlighted the presence of a strong relationship between performance measurement systems (PMSs) and corporate governance structures in European firms. Taking into account the growing economic relevance of developing countries, we investigated the role of corporate governance structure as a PMS contingency factor in Italian and Indian SMEs using a multiple case-study approach. The results show that the first development of a PMS was determined by two different factors; in Italian SMEs, the changes in the corporate governance structure promoted the implementation of an advanced PMS, while in Indian SMEs, environmental changes pushed the development of the PMS without affecting any modification in the corporate governance structure. Moreover, after the adoption of an advanced (or almost advanced) performance management system, relevant environmental changes or the positive impacts of the PMS use, were enough to promote further development of the system in both Italian and Indian SMEs, without any change in the corporate governance structure.     

审计委员会制度与盈余质量的改善

本文采用2002年至2004年上市公司的数据.以盈余质量视角研究审计委员会制度的有效性.研究发现,基于各年截面数据,设有审计委员的上市公司均具有较高的盈余质量,同时也发现这种盈余质量上的差异已经存在于上市公司成立审计委员会的上一年.当控制这种成立前的盈余质量差异之后,本文发现,设立审计委员会前后,上市公司盈余质量没有显著变化.因此,本文结论并没有发现审计委员会在提高会计盈余质量方面已发挥了应有的作用.     

Corporate Governance in Asian Countries: Has Confucianism Anything to Offer?

Although Confucianism is a resilient cultural tradition in Asian societies, its role in their corporate governance systems is ambiguous. Confucian values have been pushed to the periphery because of a preoccupation in these countries to emulate corporate governance systems from the West. This article argues that Confucianism has much to offer in enhancing director conduct and corporate governance standards. As the attention of the global business community turns eastwards, it is opportune to revive interest in Confucianism and to explore ways in which it can be integrated formally into companies' governance systems.     

Delistings and the costs of governance: a study of European stock exchanges 1996–2004

In recent years there has been a dramatic increase in delistings from stock exchanges in the US and Europe, and this trend has been partly attributed to increasing administrative costs in listed companies. Has corporate governance regulation gone too far? We examine delistings from European stock exchanges 1996–2004 and find that standard corporate governance regulation—like investor protection and corporate governance codes—is associated with more delistings and in particularly going private transactions. In contrast, the tendency to go private is found to be lower, when the quality of overall governance is high. The results continue to hold when we take into consideration that governance policy may be endogenous.     

Corporate governance convergence in Germany through shareholder activism: Impact of the Deutsche Boerse bid for London Stock Exchange

This case study examines the shareholder revolt initiated by a small activist shareholder, which eventually thwarted a takeover bid by Deutsche Boerse for the London Stock Exchange and forced the resignation of two of its highest profile board members. Primarily the case marks the emergence of the Anglo-American style shareholder rights movement in a country that offers only limited power to the shareholders of corporations. In the process it illustrates the mechanisms by which functional convergence of corporate governance regimes can occur long before the legal framework catches up. In Germany, the corporate governance regime requires stakeholder interests to be maximised rather than the sole interests of shareholders. This paper chronicles the shareholder actions that forced the takeover bid to be abandoned and seeks to provide an understanding of the motivations behind the activists’ campaign and the process by which they were able to overcome difficult odds and win their campaign. In this respect, it provides a useful insight into the processes used by relatively small investors to exercise their rights to thwart a takeover offer and topple some powerful corporate executives. Furthermore, the case illustrates how a single issue such as the strategic logic or the value creation potential of a takeover bid can rapidly spiral to become a wider campaign over deeply rooted governance concerns at targeted companies. Event study analysis reveals the stock market reaction to the activists’ intervention. Thirdly, the case sheds light on the importance of communication between management and shareholders especially when corporate decisions of great strategic import, such as a takeover, are being implemented. The globalisation of stock markets is empowering shareholders to assert their rights and their activism is driving corporate governance regimes towards greater convergence and recognition of the primacy of shareholder interests. Overall, the case raises a number of important issues regarding the corporate governance regime in Germany, the challenges posed by overseas investors, and the international convergence of corporate governance regimes. The case further suggests an additional mechanism by which international governance systems can converge functionally towards a common theme even if the form of national regimes remains largely unaltered. Our results are consistent with the institutional theory perspective of coercive isomorphism in adopting the shareholder value paradigm by Deutsche Boerse.     

上市公司治理:理论与现实的距离——基于1250份上市公司“自查报告和整改计划”的分析

本文根据1250家上市公司所公布的"自查报告和整改计划",重点从大股东、董事会/监事会、经理层以及投资者法律保护等四个方面对"自查报告和整改计划"的调查问题进行全面归纳、整理、分解和剖析,通过统计分析和理论文献对比,综合反映出目前我国上市公司治理现状和问题.调查分析结果表明,虽然我国目前已基本上建立了一整套与上市公司治理相关的法律法规,上市公司在大股东、董事会、经理层和投资者保护等方面的行为得到了一定的规范约束.但是,我国上市公司治理仍然处在不断完善过程中,如何强化大股东的信托义务和法律责任,从根本上解决大股东侵占中小股东利益的问题、保证董事会制度的独立性和有效性、培育经理人市场,积极推进股权激励机制、落实投资者法律保护制度等成为今后完善我国上市公司治理的重要任务.     

Ownership structure,investors’ protection and corporate valuation: the effect of judicial system efficiency in family and non-family firms

Research on the effect of ownership structure on firm performance shows no convergent evidence concerning the sign and form of the above-mentioned relationship. Similarly, there is no homogeneous evidence documenting family ownership concentration is always positively or negatively correlated with firm value, or irrelevant. This paper analyses whether and how the de facto investor protection provided by the judicial system affects the relationship between corporate performance and ownership structure in 1314 firms operating in four European countries (Germany, France, Italy, and Spain) over a five-year period, 2010–2014. Moreover, we analyse whether judicial system efficiency influences if and how family firms in the controlling coalition collude for expropriating minority shareholders. Our findings show that the level of shareholder protection, derived from judicial efficiency, is relevant to the relationship between ownership structure and firm performance, thus corroborating literature in that institutional contexts matter in explaining such relations. The results suggest the need for more efficient external mechanisms of corporate governance to facilitate investment in equity capital, thus decreasing the country risk perceived by investors.     

Corporate Governance and Director Accountability: an Institutional Comparative Perspective*

This paper examines the role of boards of directors in light of institutional contingencies and recent best practice governance guidelines and regulation such as the United Kingdom Higgs Review and the United States Sarbanes‐Oxley Act 2002. Particular attention is paid to discussing the role of independent directors across countries, and the implications for corporate governance innovation. It concludes by posing questions about recent corporate governance transformations and providing suggestions for future research.     

CSR as Value Attunement within Governance Processes: Stakeholder Dialogue,Corporate Principles and Regulation

I argue that a governance perspective on corporate social responsibility (CSR) makes it possible to explain why the concept will always be under‐defined, is normative and thus political by nature, and is and should be difficult to measure. The perspective also makes it possible to understand the interaction between corporate values and stakeholders values. In processes of dialogue within governance systems and governance structures, changing insights into the principles of CSR can lead to regulation or its adjustment. Power is important in these dialogues. Principles are at least partly shaped within governance systems and governance structures, and they influence the outcomes of corporate policies. Changes within the regulatory framework could also lead to changes in the principles of CSR. Value attunement processes could lead to regulation, which again influences the governance structures and thus the power of stakeholders within the dialogue. The theoretical model provided helps to analyze why CSR is different in companies, cultures and academic traditions.     

Inside the black box: incentive regulation and incentive channeling on energy markets

This paper aims to achieve more insight into the complex interplay between the “external” market regulations and “internal” regulations (corporate governance) of energy firms. In recent years, many countries have deregulated the incumbent energy monopolies and have introduced new modes of regulation. However, the new incentive schemes do not represent an unmitigated success story. A major problem seems to be the neoclassical framework that is used for the analysis of energy markets. Therefore, an important goal of this paper is to clarify the boundaries of neoclassical regulation theory. There are two restrictions that hamper the neoclassical analysis of energy markets. The first is the difficulty of overcoming the widely held “black box” view of firms. The second is the idea that agents always make rational choices. The paper proposes a kind of theoretical division of labor for understanding the effectiveness of regulatory schemes in energy markets. Neoclassical economics points out to the sources of market failure, and helps to identify where in particular on the supply chain one is likely to observe natural monopolies. Transaction cost economics explains appropriate governance of vertical relations along the supply chain. And organizational theories can elucidate what happens within firms: their response to regulation, competition, and relations with suppliers. A research agenda for the third component is proposed, drawing on insights from New Sociological Institutionalism and organizational behavior.     

The governance of non-profit micro finance institutions: lessons from history

Microfinance is high on the public agenda, and better corporate governance has been identified as a key factor for enhancing the viability of the industry. However, recent literature on the subject struggles to identify the corporate governance mechanisms that influence the performance of the Micro Finance Institutions (MFIs). Guided by stakeholder and agency theories, this paper uses a historical parallel found in savings banks to present corporate governance lessons for MFIs, particularly non-profit MFIs, today. The findings indicate that monitoring by bank associations, depositors, donors, and local communities was important in securing the survival of savings banks. In addition, a willingness to expand their mission to serve wealthier customers alongside the poor helped the banks become financially viable. These findings could prompt a rethinking of microfinance governance, which stresses regulation, for-profit ownership, and traditional vertical board control. The paper argues that a broader and more stakeholder-based understanding of corporate governance is necessary. Moreover, the paper demonstrates that historical studies can provide governance lessons for today.     

机构投资者公司治理角色的识别:一个基于持股比例的博弈分析

机构投资者在公司治理中扮演有效监督者还是利益攫取者角色视其持股情况而定.本文基于一个完全信息静态博弈模型刻画了与机构投资者公司治理角色选择行为相对应的持股比例,为健全我国机构投资者的监管制度提供理论支持.