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Article in The Annals of the American Academy of Political and Social Science · July 2000
DOI: 10.1177/000271620057000112
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ANNALS, AAPSS, 570, July 2000
Corporate Governance
and Globalization
By MARYO'SULLIVAN
153
154 THE ANNALS OF THE AMERICANACADEMY
the same stringent regulations con- Michael Milken, the market maker,
cerning the types of investments that institutional investors increasingly
they could make. Moreover, even turned to corporate equities as a
without the mutual funds as compet- source of higher returns on their
itors, the inflationary conditions of portfolios. They sought levers other
the 1970s meant that, under current than the market for corporatecontrol
regulations, pension funds and to influence corporate resource allo-
insurance companies could no longer cation. In particular, from the
offerhouseholds positive real rates of mid-1980s, a number of major insti-
return. The regulatory response was tutional investors, led by the Califor-
the Employee Retirement Income nia State Public Employees Retire-
Security Act (1974), which, when ment System (CalPERS), a
amended in 1978, permitted pension defined-benefit pension fund for Cal-
funds and insurance companies to ifornia's public employees, began to
invest substantial proportions of take a more aggressive stance
their portfolios in corporate equities toward incumbent corporate manag-
and other risky securities such as ers in the proxy process.
so-called junk bonds and venture What the foregoing account
funds rather than just in high-grade emphasizes is that institutional
corporate and government securities investors have significance in the
as had previously been the case. U.S. system of corporate governance
The stage was now set for institu- because they have ridden a wave of
tional investors to become central structural change in the U.S. econ-
participants in the hostile-takeover omy that has created a large and
movement of the 1980s. An impor- growing minority of Americans who,
tant instrument of the takeover with longer life spans, earlier retire-
movement was the junk bond, corpo- ments, and accumulated financial
rate or government bonds that the assets, find it in their interests to
bond-rating agencies considered to favor arguments for high returns on
be below investment grade. Finan- corporate equities.2 Unlike the days
cial deregulation brought, first, pen- when holding stock in any one com-
sion funds and insurance companies pany was fragmented among hun-
and, then, savings and loan institu- dreds of thousands of household
tions into the junk bond market. investors, the collective power of
With the liquidity that these inves- institutional investing now gives
tors provided, it became possible to wealth-holding households greater
use junk bonds to launch hostile opportunities to reap high returns.
takeovers of even the largest corpo- With their ever increasing holdings
rations. The result was the emer- of corporate stocks, institutional
gence of a powerful market for corpo- investors can now put pressure on
rate control. U.S. corporations to create share-
When many savings and loans holder value.
went bust and junk bond markets Yet it is important to recognize
were thrown into disarray by insider that, notwithstanding these
trading scandals and the jailing of changes, institutional investors are a
CORPORATEGOVERNANCEAND GLOBALIZATION 159
long way from controlling corporate economyhas provided them with the
resource allocation even in the opportunity to enrich themselves
United States. Why?First, the ambi- under the mantra of creating value
tions of most activist institutional for shareholders. So successful have
investors for transforming the U.S. senior corporate executives been in
system of corporate governance are this endeavor that, to a greater
far from radical. Activist institu- extent than has ever been the case
tional investors in the United States since the rise of the corporate econ-
have tended to take a narrow view of omy, they have separated their fate
the essence of good corporate gover- from that of the rest of the working
nance. CalPERS, for example, population. On average, the pay
focuses primarily on the board of packages of chief executive officers of
directors and its relationship with large U.S. public corporations
corporate management. Moreover, increased from 44 times the average
for all the attention that the likes of factory worker's wages in 1965,
CalPERS have garnered, they are in already a substantial multiple, to
a minority when it comes to actively 419 times in 1998 (Executive Pay
voting the shares that they hold and 1999, 72). It is with the active cooper-
jawboning management and boards ation of top corporate managers,
of directors about reforming their therefore, that shareholder value
corporategovernancepractices. Most had by the 1990s become a firmly
institutional investors display little entrenched principle of U.S. corpo-
interest in exercising themselves rate governance.
about governance issues. They focus
their energies on churning their port- Germany
folios of shares and thus seem As recently as the late 1980s, con-
unlikely to have strong incentives to fidence in the ability of the "Rhenish
make the commitment required to system of capitalism" to deliver eco-
push for fundamental changes in cor- nomic performance without sacrific-
porate resource allocation. Finally, ing social cohesion was running at an
the powerful opposition of corporate all-time high. From the early 1990s,
managers also acts as a constraint on however, as Germany wrestled with
investor activism in the United the challenges and costs of reunifica-
States. These executives continue to tion and then plunged into its worst
be quite successful at using the pro- recession since WorldWar II, talk of
tection that the legal system affords the strengths of German capitalism
them to avoid shareholder interfer- was replaced by anxious discussion
ence in their decision-making of the viability of Industriestandort
processes. Deutschland (Germany as an indus-
Senior managers still retain con- trial location). Employers warned
siderable power in the U.S. corporate that German companies would be
economy. What has profoundly forced to relocate production abroad
changed in recent years, however,are if drastic reforms of corporate struc-
their incentives. The growing pres- tures and, indeed, the foundations of
sure for financial liquidity in the U.S. the social market economy were not
160 THE ANNALS OF THE AMERICANACADEMY
have less to lose than the savings and German banks, investment banking
cooperative banks (with a combined is another. The level of competition in
total of 80 percent of savings depos- German finance is likely to increase
its) through the disintermediation still further as the big banks and
that has already resulted and will other German financial enterprises
continue to result from the wide- battle with foreign competitors for
spread introduction of market-based business and profits. If the European
savings instruments. Moreover, with Commission succeeds in its attempts
their access to high-income Germans to sever the ties between the savings
through their retail networks, and and cooperative banks and the public
their experience in securities mar- sector, competition will become even
kets at home and abroad, they are more intense (Monti to Challenge
well positioned to exploit the profit 1999, 1).
potential of this business. Reflecting Given the business conditions that
these incentives, they have been par- the big banks face, to assume that
ticularly active in the introduction of they can be characterized as "patient
new savings instruments and in capitalists" seems particularly mis-
attempts to promote an equity cul- guided in the final years of the twen-
ture in Germany. tieth century. Indeed, it has arguably
The major insurance companies, long been a misnomer. The big banks
like Allianz and Munich Re, have have never been shy about advancing
also become formidable competitors their profit interests and have done
for the savings of German people. well from their postwar acquiescence
They have been eyeing the business in a system that provided German
opportunities in asset management enterprise with financial commit-
that are growing as competition for ment largely because of restrictions
yields heats up in Germany. on competition, both among savings
The incentives of these financial instruments and in the securities
enterprises to stimulate demands for markets (O'Sullivan 2000, chap. 7).
higher financial returns in Germany As Germans have grown wealthier
have been reinforced by similar and competition for their savings has
trends toward heightened competi- intensified, however, the banks have
tion in all segments of their business. increasingly seen their interests as
A major overhaul of the regulatory being better served by promoting
framework of the German financial financial liquidity rather than finan-
markets that has been under way cial commitment (Deutsche
since the mid-1980s has facilitated Bundesbank 1999b).
and fostered greater competition One important symptom of
(Deeg 1996; Story 1997). Margins change, with direct implications for
have thus become very tight in all the German system of corporate gov-
sectors of German banking, and ernance, is the evolution of German
financial enterprises have been look- financial enterprises' attitudes
ing to new business opportunities to toward their industrial holdings. The
compensate. Asset management is big banks have been quietly reducing
one such opportunity. For the major these holdings for some time; the
162 THE ANNALS OF THE AMERICANACADEMY
number of companies in which banks entirely plausible that the banks and
held at least 10 percent of the shares insurance companies will unwind
(directly or indirectly) fell from 129 most of their shareholdings, at least
in 1976 to 86 in 1986, and the number to the extent that they are unrelated
in which they controlled a blocking to their core business interests. One
minority of more than 25 percent fell can but speculate about the effect
from 86 to 45 (Deeg 1991, 201). In the that such a change might have on
1990s, the reduction of big banks' German corporate governance. Ger-
industrial holdings gained apace. man banks, despite all the attention
The major commercial banks, espe- that their industrial shareholdings
cially Deutsche Bank, have made no garner, held only 10.3 percent of the
secret of the fact that they would like shares of German companies at the
to receive higher returns from these end of 1998 (down from 11.2 percent
holdings either by managing them at the end of 1996). Yet one should
more actively or by selling them. not forget that mutual funds in the
Until recently, the German tax sys- United States held only 10.2 percent
tem put a brake on the latter option; of U.S. corporate stock in 1996. It is
a major capital gains tax liability therefore likely that effects on the
would have accrued on most of these German corporate economy would be
holdings because they had been held significant if the banks transferred
by the banks for so long. As the banks ownership of the shares that they
have come under increasing finan- hold or if they managed them in a
cial pressures in their own busi- more aggressive manner. The likely
nesses, however, that barrier has no effect of such changes also depends
longer proven prohibitive; in the last on what happens to the remaining 90
two years, they have sold off signifi- percent of German shares and in par-
cant tranches of their participating ticular on the level of support that a
interests (O'Sullivan 2000, 325). In stronger shareholder-value orienta-
December 1999, the German govern- tion finds among other shareholders.
ment promised to make the process In the past, cross-shareholdings
of unwinding the cross-shareholding between nonfinancial enterprises in
structure in Germany even easier the German economy have acted as
when it proposed an important an important buffer against interfer-
change in tax law that will, if ence from outsiders, but the impor-
approved, eliminate the tax liability tance of these holdings has declined
incurred by the major banks and rapidly in recent years and, with the
other large companies that sell off proposed tax changes, is likely to
their participations in other diminish even further; at the end of
companies. 1998, nonfinancial enterprises held
This change in taxation is likely to 30.5 percent of all German shares,
be approved, although, even if suc- down from 37.6 percent at the end of
cessful, it will not take effect until 1996. The shares released from the
2002. Given the competitive condi- cross-shareholding network seem to
tions facing the leading financial have been bought up by foreign
enterprises in Germany, it seems investors (whose holdings of German
CORPORATEGOVERNANCEAND GLOBALIZATION 163
shares increased from 11.7 percent to 36.5 percent of gross domestic prod-
15.6 percent during the same period) uct (GDP) in 1990 to 57.5 percent in
and investment funds, which 1997 (OECD 1998).
increased their ownership of German It is important, however, not to
shares from 9.1 percent to 12.9 per- overstate the degree to which change
cent (Deutsche Bundesbank 1999a). has penetrated to the heart of the
The foregoing account underlines German system of governance. It is
the fact that there are clear signs of still the case today that most compa-
change in the incentives and behav- nies in Germany, including some of
ior of at least one group of actors who its most successful enterprises, have
have the potential to transform a nothing at all to do with the stock
critical element of the postwar Ger- market. Furthermore, notwithstand-
man system of corporate governance. ing changes in the structure of Ger-
Furthermore, change is not confined man savings in recent decades,
to the banks. Major German corpora- equity holdings as a percentage of
tions are singing to the tune of share- private financial assets remain low
holder value to a degree considered in international comparison (Deut-
unimaginable as recently as the sche Bank Bulletin 1995, 9). The Ger-
early 1990s, and they display a grow- man financial system has generated
ing propensity to adopt innovations, nothing approaching the vast liquid
from executive stock options to stock funds under management by U.S.
buybacks, that until recently were financial institutions, whose assets
regarded as anathema in German increased from 123.8 percent of GDP
business circles. The recent success in 1990 to 202.8 percent in 1997. The
of the Neuer Markt has substantially difference in absolute terms is even
increased the number of listed com- more striking; in 1997, for example,
panies in Germany, and it is "widely institutional investors in the United
expected that the going public trend States held financial assets of
will continue since thousands of approximately U.S.$15,868 billion
mid-size companies suffer from a compared with U.S.$1202 billion for
deteriorating equity position and their German counterparts (OECD
face a succession crisis from company 1998, 20).
founder to non-familial manage- Pension funds account for a sub-
ment" (Deeg 1996, 12). The appetite stantial proportion of the difference,
of German households for equities and if there is one area in which sub-
has also been increasing in recent stantial change could induce a sys-
years; the proportion of Germans temic shift in corporate governance
owning shares increased from 5.4 in Germany, it is the pension system.
percent in the early 1990s to 7.6 per- The financial assets of German pen-
cent in 1995 and then again to 8.8 sion funds were, at 2.9 percent in
percent in 1997 (Deutsche Bank Bul- 1997, negligible compared with their
letin 1995, 9; Germany's Capitalist American counterparts, which had
Piglets 1997, 85). The financial comparable holdings of 72.5 percent
assets of institutional investors have of GDP. There has been a significant
also increased substantially, from increase since 1960 in personal
164 THE ANNALS OF THE AMERICANACADEMY
welfare economists have not studied cor- national and international develop-
porate control or asset pricing,while effi- ments that determines who makes
cient-markets researchers have taken for investment decisions in corpora-
granted that informationalefficiency im- tions, what types of investments they
plies economic efficiency.(1090)
make, and how returns from invest-
ments are distributed.
Given the dependence by most corpo-
rate enterprises on retained earn-
ings rather than equity issues, the Notes
stock market is not the primary 1. In describing the evolution of corporate
mechanism through which capital is governancesystems in the United States and
allocated to investment in the corpo- Germany,I emphasize developments in the fi-
rate economy. Moreover, even when nancial sector of both of these economies that
have implicationsfor the viability of their sys-
the stock market does allocate capi-
tems of corporategovernance.Pressures from
tal, as it does to some degree through the productive sphere have also been impor-
the initial public offering market, it tant in influencing corporate governance in
is not at all clear that it does so in an both of these countries, especially the United
efficient manner. The initial public States. I have discussed these pressures else-
where (O'Sullivan2000), but I treat them in a
offering market has been shown by a cursory fashion herein due to space con-
number of academic studies to be straints.
particularly prone to bubbles and 2. In 1995, 40.3 percent of U.S. households
fads (see the review in Heisler 1994, had direct or indirect stock holdings, com-
88-89) and, as such, is a far cry from pared with 31.6 percent as recently as 1989.
These holdings accountedfor,on average, 41.5
the efficient capital market of eco-
percentof the financial assets of all U.S.house-
nomic orthodoxy. holds in 1995, up from 28.6 percent in 1989
The weak conceptual and empiri- (U.S. Department of Commerce1998, 532).
cal underpinnings of the globaliza- 3. The contributionof internal funds to net
tion argument, at least if we inter- sources of finance for nonfinancialenterprises
during the period 1970-89 has recently been
pret it as an economic argument, estimated as 80.6 percent for Germany,69.3
make it unsuitable as the basis on percent for Japan, 97.3 percent for the United
which to interpret recent develop- Kingdom, and 91.3 percent for the United
ments in corporate governance sys- States (Corbettand Jenkinson 1996).
tems. There have been important
intellectual challenges to the global-
References
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talism" literature. However, with a Lessons from Germany. Washington,
few exceptions, these challenges DC: Brookings Institution.
have not focused directly on the issue Bhagwati, Jagdish. 1998. The Capital
Myth: The Difference Between Trade
of corporate governance. Given the in Widgets and Dollars. Foreign Af-
importance of corporate resource fairs May-June:7-12.
allocation to economic and social out- Boldrin, M., J. Dolado, J. Jimeno, and F.
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CORPORATE
GOVERNANCE
ANDGLOBALIZATION 171