You are on page 1of 22

See discussions, stats, and author profiles for this publication at: https://www.researchgate.

net/publication/258125111

Corporate Governance and Globalization

Article  in  The Annals of the American Academy of Political and Social Science · July 2000
DOI: 10.1177/000271620057000112

CITATIONS READS

52 585

1 author:

Mary O'Sullivan
University of Geneva
60 PUBLICATIONS   3,614 CITATIONS   

SEE PROFILE

Some of the authors of this publication are also working on these related projects:

The Federal Reserve and the US Money Market, 1913-1929 View project

History of the Great Depression View project

All content following this page was uploaded by Mary O'Sullivan on 12 February 2019.

The user has requested enhancement of the downloaded file.


American Academy of Political and Social Science

Corporate Governance and Globalization


Author(s): Mary O'Sullivan
Source: Annals of the American Academy of Political and Social Science, Vol. 570, Dimensions
of Globalization (Jul., 2000), pp. 153-172
Published by: Sage Publications, Inc. in association with the American Academy of Political
and Social Science
Stable URL: http://www.jstor.org/stable/1049247
Accessed: 25/08/2009 08:22

Your use of the JSTOR archive indicates your acceptance of JSTOR's Terms and Conditions of Use, available at
http://www.jstor.org/page/info/about/policies/terms.jsp. JSTOR's Terms and Conditions of Use provides, in part, that unless
you have obtained prior permission, you may not download an entire issue of a journal or multiple copies of articles, and you
may use content in the JSTOR archive only for your personal, non-commercial use.

Please contact the publisher regarding any further use of this work. Publisher contact information may be obtained at
http://www.jstor.org/action/showPublisher?publisherCode=sage.

Each copy of any part of a JSTOR transmission must contain the same copyright notice that appears on the screen or printed
page of such transmission.

JSTOR is a not-for-profit organization founded in 1995 to build trusted digital archives for scholarship. We work with the
scholarly community to preserve their work and the materials they rely upon, and to build a common research platform that
promotes the discovery and use of these resources. For more information about JSTOR, please contact support@jstor.org.

Sage Publications, Inc. and American Academy of Political and Social Science are collaborating with JSTOR
to digitize, preserve and extend access to Annals of the American Academy of Political and Social Science.

http://www.jstor.org
ANNALS, AAPSS, 570, July 2000

Corporate Governance
and Globalization

By MARYO'SULLIVAN

ABSTRACT: There is growing interest in pressures on national sys-


tems of corporate governance to converge that are allegedly being
generated by the process of globalization, especially the global inte-
gration of financial markets. Advocates of the merits of globalization
contend that the trend will lead to a more efficient allocation of capi-
tal. Drawing on the cases of the United States and Germany, the au-
thor argues that considerable change has indeed occurred recently in
national governance systems. These changes cannot be understood,
however, as the outcome of a market-driven, efficiency-enhancing
process. Rather, realignments in corporate governance reflect the
growing economic and political power of those who have accumulated
financial assets, a trend that is highly dependent on the extent of pop-
ulation aging and the social arrangements for pension provision in
domestic economies.

Mary O'Sullivan is an assistant professor of strategy and management at INSEAD.


She has been a visiting scholar at the University of Tokyo and is a research associate at
the STEP Group in Oslo and the Levy Institute in New York. Her new book is Contests
for Corporate Control: Corporate Governance and Economic Performance in the
United States and Germany She is currently codirecting "Corporate Governance, Inno-
vation, and Economic Performance," a project funded by the European Commission.

153
154 THE ANNALS OF THE AMERICANACADEMY

THE question of how corporations counterpart, for generating economic


should be governed to enhance performance and social cohesion.
corporate and economic performance However, in the 1990s and especially
has been widely discussed in the past in the mid- to late 1990s, proponents
two decades in the United States and of the alleged virtues of the U.S.
Britain. Until recently, the subject of model of corporate governance
corporate governance has attracted largely drowned out other voices.
much less attention on the European Lately, in discussions of corporate
continent, in Asia, and in other parts governance, increased attention has
of the world. By the late 1990s, how- been focused on pressures on
ever, corporate governance had be- national systems of corporate gover-
come a major, and highly conten- nance to converge that are allegedly
tious, issue in all of the advanced being generated by the process of
economies and, increasingly, in de- globalization, commonly understood
veloping countries as well. Interna- as the development of commodity
tional organizations have devoted markets to permit the free flow of
growing attention to corporate gover- economic resources from one use to
nance as a topic of global concern. another across national economic
Corporate governance is con- borders. In discussions of corporate
cerned with the institutions that governance and globalization, partic-
influence how business corporations ular attention has been paid to the
allocate resources and returns effects on national systems of corpo-
(O'Sullivan 2000). Contemporary rate governance of the global integra-
debates about corporate governance tion of financial markets.
largely stem from the recognition of Advocates of the merits of global-
the centrality of corporate enter- ization contend that the freeing up of
prises in allocating resources in the capital flows will lead to the more
economy. In most economies, corpo- efficient allocation of capital by
rate enterprises play a critical role in improving savers' access to invest-
shaping economic outcomes through ment opportunities and companies'
the decisions that they make about access to financing. If nations are to
investments, employment, trade, take advantage of these opportuni-
and income distribution. ties, however, they must observe, as
Much of the contemporary debate the Organization for Economic Coop-
on corporate governance has focused eration and Development (OECD)
on the merits of different national put it, "basic principles of good corpo-
systems for generating favorable out- rate governance" (OECD 1999,3). As
comes for corporations themselves to what constitutes "good" corporate
and for the regional and national governance, there is little dispute
economies in which they are based. among "globalists": it is the
In the 1980s, for example, there was Anglo-American model of corporate
considerable interest in the apparent governance that generates pressures
strengths of the German and Japa- on corporate enterprises to maximize
nese systems of corporate gover- shareholder value as their primary
nance, as compared with their U.S. objective.
CORPORATEGOVERNANCEAND GLOBALIZATION 155

That globalization is and should dependence. Notwithstanding these


occurin the realm of corporategover- common elements, their relative
nance is one element of a more gen- importance, the manner in which
eral argument that holds that the they have interacted with the
convergence of national economic national system of corporate gover-
systems toward a market-oriented nance, and the responses to these
ideal is both inevitable and desirable. pressures differ considerably across
That perspective is, in turn, based on countries because of variations in
a theory of the market economy,neo- national institutions, especially in
classical theory, in which the perfec- financial and pension systems. The
tion of capital, labor, and product analysis of the United States and
markets is supposed to lead to opti- Germanythus underlines the impor-
mal economic outcomes. For superior tance of studying the transformation
economic performance, nothing of national politics and economics for
should inhibit the free flow of eco- understanding the recent evolution
nomic resources from one use to of corporate governance in these
another, and any impediment to that countries.
flow is deemed a market imperfec- To emphasize the importance of
tion. From this point of view, to the domestic developments is not, how-
extent that economies will converge ever, to suggest that we ignore the
toward the American and British international sphere in analyses of
economic systems, that convergence corporate governance. National
will occuronly because these systems developments have important inter-
are closer than those of most other national repercussions that, in turn,
countries to the market ideal. have further implications for
In this article, I argue that the sys- national systems. There is, therefore,
tems of corporate governance preva- a need to complement studies of evo-
lent in the leading industrial econo- lution within national systems with
mies in the postwar period have analyses of the interaction between
evolved substantially in recent years. internal realignment of domestic
Moreover,there has been a buildup of systems of governance and interna-
tension in these systems that is tional developments.
likely to lead to further change in the Notwithstanding its popularity,
foreseeable future. In my discussion, the globalization perspective sheds
I focus on the cases of the United little light on these developments. Its
States and Germany. There are deficiencies stem largely from the
important similarities in the sources fact that the theory in which it is
and impacts of recent changes in the rooted has difficulty dealing with the
U.S. and German systems of corpo- historical reality of the relationship
rate governance.1 Of particular sig- between financial systems and eco-
nificance has been the postwar accu- nomic development. Particularly
mulation of financial assets by problematic, as I shall argue, is the
certain groups in the population and central role assigned to financial
the growth of intergenerational markets, especially the stock
156 THE ANNALS OF THE AMERICANACADEMY

market, in channeling resources the most distinctive characteristic of


from savers to investors in capitalist German capitalism, the close rela-
economies. tions between major German compa-
nies and financial enterprises.

RECENTEVOLUTIONOF United States


NATIONALSYSTEMSOF
CORPORATEGOVERNANCE The arguments in support of gov-
erning corporations' creating share-
The alignment of the interests of holder value came into their own in
strategic managers of U.S. public cor- the United States in the 1980s. Until
porations with the demands of the that time, the leading corporations in
stock market is now typically the United States tended to retain
regarded as a defining feature of the both the money that they earned and
market-oriented U.S. system of cor- the people whom they employed.
porate governance. In historical per- Retentions in the forms of earnings
spective, however, shareholder influ- and capital consumption allowances
ence on the allocation of U.S. provided the financial foundations
corporate resources stands out as a for corporate growth, while the build-
recent phenomenon. For most of this ing of managerial organizations to
century, salaried managers have develop and utilize productive
exercised control over resource allo- resources enabled investments in
cation by U.S. corporate enterprises. plant, equipment, and personnel to
Shareholders were widely dispersed succeed. Since around 1980, how-
and had little, if any, direct influence ever, most major U.S. corporations
on corporate actions. In the last quar- have been engaged in a process of
ter of a century, the degree to which restructuring their labor forces in
the U.S. system of corporate gover- ways that have eroded the quantity
nance has changed has been nothing of jobs that offer stable employment
short of dramatic. and good pay in the U.S. corporate
In Germany in recent decades, the economy. While U.S. corporate man-
institutional foundation of the post- agers became focused on downsizing
war system of corporate governance their labor forces in the 1980s and
has proven to be more enduring than 1990s, they also became focused on
in the United States. None of the ele- distributing corporate revenues in
ments that characterized that sys- ways that supported the price of their
tem-extensive intercompany companies' stocks (O'Sullivan 2000,
shareholding, close bank-industry chap. 6).
relations, and codetermination- Of central importance in encour-
have broken down. Nevertheless, aging the recent shift in the U.S. gov-
considerable pressures for change ernance system was a transforma-
have built up in the system that may tion of the structure of financial
well bring about its transformation institutions and their interaction
in the foreseeable future. Of particu- with the real sector of the U.S. econ-
lar importance are the recent omy that began in the late 1960s and
changes that have affected perhaps early 1970s. While the causes of this
CORPORATEGOVERNANCEAND GLOBALIZATION 157

structural transformation are com- corporations than in the population


plex and various, the growing finan- of corporate enterprises as a whole;
cial wealth of U.S. households and in 1987, the institutional share of the
the changes in the way that they allo- equity of the top 1000 U.S. corpora-
cated that wealth among different tions was 46.6 percent, and, by 1995,
financial instruments are critical it had increased to 57.2 percent
elements of the story. An analysis of (Brancato 1997, 21).
household financial assets reveals a The importance of institutional
dramatic shift in their allocation in investments, especially pension
recent decades; in particular, pension funds and mutual funds, as a reposi-
and mutual funds have registered tory of financial wealth in the United
major increases in their share of States is related to the process of pop-
household financial assets at the ulation aging under way in that
expense of intermediaries such as country. That the phenomenon has
banks and thrifts. The trend toward had such a dramatic effect on finan-
a growing reliance of households on cial institutions reflects not so much
pension and mutual funds has the demographic trend, however, as
increased at an accelerating pace; the particular form that social provi-
from 1982 to 1994, pension and sions for retirement have taken in
mutual funds alone accounted for that country. One important factor is
approximately 67 percent of the net the smaller significance of the gov-
growth of households' total financial ernment pay-as-you-go pension
assets (Edwards 1996, 16-27). scheme as a source of pension income
Reflecting their growing impor- in the United States relative to a
tance in managing the savings of U.S. country like Germany; social secu-
households, pension and mutual rity accounts for about 40 percent of
funds' shares of corporate equities the retirement income of U.S. pen-
have increased dramatically. Pension sioners compared with nearly 70 per-
funds held 24 percent of U.S. corpo- cent for German pensioners (Turner
rate stock in 1997, with private pen- and Watanabe 1995, 136). In the
sions accounting for 13.8 percent and decades after World War II, an exten-
public pensions for 10.2 percent, sive system of private pensions was
compared with 0.3 percent in 1945. developed to fill the breach at least
Over the same period, mutual funds for the more fortunate Americans.
increased their share of U.S. corpo- During the 1950s and 1960s, there
rate stock from 1.5 percent to 16.2 were legal restrictions on the extent
percent. In contrast to the growing to which pension funds could include
importance of institutional inves- corporate equities in their invest-
tors, the share of corporate stocks ment portfolios. As investors in
held directly by individuals has stocks and bonds, mutual funds had
fallen from 93.0 percent in 1945 to advantages over other institutional
42.7 percent in 1997 (U.S. Board of investors such as life insurance com-
Governors, various years). Institu- panies and pension funds in generat-
tional share ownership is even ing higher returns on household sav-
higher in the largest U.S. ings because they were not subject to
158 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

undertaken to ensure closer atten- sustainability in its current form.


tion to the bottom line. Senior Ger- Many of these pressures are the
man managers seemed to be increas- result of structural changes in the
ingly influenced by what was German financial sector that are
happening overseas, especially in the generating support in Germany for
U.S. corporate economy. Indeed, com- higher returns on corporate equities
panies such as Daimler-Benz and in particular and financial assets in
Deutsche Bank, formerly seen as general. As in the United States,
synonymous with the distinctive these changes are rooted in the rising
German postwar system of manage- level of savings generated by the
rial capitalism, emerged at the fore- country's postwar economic success
front of a shareholder value move- and an evolution of the way these
ment in Germany in the mid- to late savings are allocated. They have,
1990s. however, assumed an institutional
Yet there are also many signs of form in Germany that is substan-
business as usual in the German cor- tially different from their form in the
porate sector. Within German com- United States.
panies, even those that are most stri- Recent changes in the allocation of
dent in proclaiming their conversion German household financial assets
to shareholder value, corporate are considerable in historical per-
resource allocation processes are spective, with a marked shift out of
only beginning to be overhauled to bank deposits into higher-yielding
accord with its logic. Among serious savings instruments since the early
proponents of shareholder value, 1970s. Competing for savings has
moreover, there is a certain skepti- provided German financial enter-
cism that German managers know prises with strong incentives to pur-
what they mean and mean what they sue higher yields on financial assets.
say when they speak of the merits of Germany has one of the most
shareholder value for enhancing cor- extensive banking networks in the
porate performance. Many advocates world, and all three sectors of the
of the current German corporate eco- banking industry-the savings
nomic model, moreover, do not banks, the cooperative banks, and
believe that corporate resource allo- the private banks (including the big
cation in German enterprises will be banks)-have been active partici-
fundamentally transformed to better pants in "the battle over the piggy
serve financial interests. bank" that has been under way in
It is certainly true that the institu- Germany in recent decades
tional foundations of the postwar (Oberbeck and Baethge 1989, 287).
system of corporate governance in Arguably, it is the large private
Germany have until recently proven banks-Deutsche Bank, Dresdner,
to be more enduring than those in the and Commerzbank (the alleged
United States. Nevertheless, various "patient capitalists" of the German
pressures have built up on the Ger- economy)-that have particularly
man system of corporate governance strong incentives to push for higher
that raise questions about its returns on financial assets. They
CORPORATEGOVERNANCEAND GLOBALIZATION 161

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

provision for pensions in Germany, expectancy and a decline in fertility


with most of it channeled through contribute to a double aging process
insurance companies. If we add the in Germany. The OECD has forecast
holdings of insurance companies, we that, by 2040, pension costs in Ger-
arrive at a somewhat different pic- many will amount to an enormous 18
ture (34.8 percent of GDP in Ger- percent of GDP (Roseveare et al.
many versus 115.6 percent in the 1996).
United States), but the relatively Demographic trends are not, how-
vast scale of U.S. funds under man- ever, the only source of increased
agement by institutional investors pressure on the financing of the Ger-
for pension purposes is still not in man pension system. They are com-
question (OECD 1998). pounded by labor market pressures.
The most important reason for the All major OECD countries have
differences between Germany and experienced a strong decline in labor
the United States in accumulated supply by the elderly, but the Ger-
pension funds under management is man participation rate for older peo-
the relative importance of the state ple is now among the lowest of the
pension system in Germany. As a major OECD countries. Some schol-
pay-as-you-go system, the German ars have attributed the striking Ger-
government pension system gener- man trend to the structure of the
ates no reservoir of surplus funds to state pension system, which provides
be allocated. Instead, almost 75 per- generous incentives to retire and,
cent of the financing for the system until recently, pension benefits that
comes from employee and employer did not decrease with age in a man-
contributions on the basis of earn- ner that was actuarially fair
ings up to a ceiling of 1.8 times the (Borsch-Supan 1991). The low aver-
average gross earnings of all insured age retirement age also reflects the
individuals; the remainder is paid by use of early retirement as a means of
the federal government out of gen- contracting enterprise workforces; in
eral revenues (World Bank 1994, 1994, for example, only 29 percent of
361). new pension benefits awarded were
Since 1960, there has been a paid to those retiring at normal
steady increase in the contribution retirement age (Queisser 1996, 18;
rate required to finance the pay-as- see also Abraham and Houseman
you-go pension system; it has risen 1993). The extensive use of early
from 14 percent in 1960 to 20.3 per- retirement increases the pressures
cent in 1997 (Deutsche Bundesbank on the pension system beyond what
1997, 42). A further increase in the the growing old-age dependency
contribution rate to 21 percent in ratio alone would imply.
1998 was forestalled only by the How Germany deals with the
emergency measure agreed in April problem of supporting more and
1997 to raise the value-added tax by more people in old age will have criti-
one point, to 16 percent. The levy is cal implications for the sustainabil-
expected to rise still further in the ity of financial commitment to pro-
decades to come as growing life ductive investment in the German
CORPORATEGOVERNANCEAND GLOBALIZATION 165

economy. The growing concerns that that such a development would


have been expressed in Germany require (European Commission
about the funding of pensions sug- 1999). Major companies, especially
gest that if the pressures for higher in the financial sector, have been
yields in Germany, especially from exerting pressure on the European
corporations, are to get a major push Commission to develop a directive
in the near future, it will come from along these lines, but they have also
changes in the pension system. To been threatening to take the issue to
date, the initiatives undertaken by the European Court of Justice if the
the government to improve the fund- commission does not comply with
ing situation in the state pension their demands. However it comes
scheme have focused on making about, a move toward funding seems
adjustments within the framework likely in the current political climate
of the pay-as-you-go pension system, in Europe, notwithstanding serious
but the financial pressures on the concerns about the effects on pension
system have increased, and the pro- security of such a move (see, for
posed solutions are becoming more example, Boldrin et al. 1999).
radical. The preceding account underlines
It is by no means assured that the fact that Germany has not wit-
there will be a major shift to the fund- nessed as dramatic a transformation
ing of pensions through the equity in its system of corporate governance
markets. The political opposition in as the United States. The critical
Germany to such a move would likely institutional supports for its postwar
be enormous. The issue is not, how- system of governance remain largely
ever, solely dependent on domestic intact. However, there have been
politics. What happens to pension important developments in the
provision in Germany will also financial sphere that call into ques-
depend on policy initiatives by the tion the future viability of the Ger-
European Union. In its attempts to man postwar system because of
promote the mobility of capital and changes in the abilities and incen-
labor across European borders, the tives of key actors in the postwar sys-
European Commission has for some tem, especially the major financial
time identified retirement provision enterprises, that they have induced.
as one of the key obstacles to achiev- Systemic change is unlikely to occur,
ing its objectives. In May 1999, the however, without greater structural
commission issued a blueprint for change in the financial sector. The
pension reform, "Towards a Single most likely impetus for such change,
Market for Supplementary Pen- beyond the proposed tax reform,
sions," which called for the liberaliza- would be an overhaul of the pension
tion of the European Union's pension system. To the extent that there is a
fund market and reported that sub- major push toward individualization
stantial progress had been made in of pension provision with the greater
gaining consensus between member resort to financial markets, and
states about the regulatory changes equity markets in particular, that
166 THE ANNALS OF THE AMERICANACADEMY

such a strategy would almost inevita- UNDERSTANDINGTHE


RECENTEVOLUTIONOF
bly entail, one important effect would CORPORATEGOVERNANCE
undoubtedly be stronger pressures
on corporations to generate higher
In the foregoing discussion, I
yields for their shareholders.
To the extent that these pressures emphasized certain similarities in
the sources of recent pressures for
develop, the productive challenges
that German enterprises face may change in both the U.S. and German
systems of corporate governance. Of
prove complementary in bringing
about a transformation of the Ger- particular importance is the postwar
accumulation of financial assets by
man system of governance. Business
certain groups in the population as
elites are pointing to strong interna-
well as the rise in intergenerational
tional competition from other parts
of the world, especially Asia but also dependence that has resulted from
Eastern Europe, as a rationale for population aging and, especially in
Germany,the growth of early retire-
unwinding key elements of the post- ment. These two countries are not
war German model. As corporate alone in experiencing these pres-
enterprises struggle to deal with sures. Similar tensions are apparent
these challenges, the relationship in other economies in which some or
between senior German managers all of the following features are
and the rest of the corporate organi-
apparent:substantial accumulations
zation is an important one to watch. of financial assets, broad-based
To the extent that the managers
expectations of a period of paid
become increasingly segmented from retirement at the end of people's
the people whom they manage, share working lives, and a rise in
prices will undoubtedly becomemore intergenerational dependence due to
and more important as an incentive population aging and early retire-
either for their personal gains ment. In France, Japan, and Italy, for
through stock options or for their example, various combinations of
empire building through mergers these factors have created momen-
and acquisitions. As compared with tum for reform of corporate gover-
their U.S. counterparts, however, the nance systems.
ability of top managers in Germany As the comparison of the United
to go off in their own direction is States and Germany also reveals,
restrained by the role ascribed to however, the nature of these pres-
workers in the German system of cor- sures varies considerably across
porate governance. If German man- countries, as does their impact, as a
agers try to follow their American result of national institutional diver-
counterparts down the path to share- sity, especially in financial and pen-
holder value, they will have to con- sion systems. Without an analysis of
tend with a politically powerful labor the development of these, and other,
movement that has a voice in deter- national institutions, the pressures
mining for whom and how corpora- on corporate governance systems
tions should be run. and the responses to them cannot be
CORPORATEGOVERNANCEAND GLOBALIZATION 167

understood. An analysis of the pro- therefore about the true extent of


ductive pressures confronting that control.
national systems of corporate gover- The standard view is that if for-
nance has not been undertaken here eign executives resist pressures to
but would provide support for a simi- deliver higher returns to sharehold-
lar conclusion. Different countries ers, institutional investors will not
display distinct productive strengths invest in their shares and foreign cor-
and frailties that are closely related porations will find themselves short
to their institutional formations. of capital. Common though that
These patterns have had an impor- assumption is, it is mistaken. The
tant effect on the timing and serious- markets for corporatestocks are pre-
ness of the vulnerability of their lead- dominantly secondarymarkets. That
ing corporate enterprises to shares are exchanged on them has no
competitive challenges and, necessary implications for the
relatedly, the susceptibility of their financing of productive investment.
extant systems of corporate gover- Moreover,it is not clear why major
nance to challenges for reform from corporationsin the leading advanced
within the domestic economy industrial economies need to raise
(O'Sullivan 2000, chaps. 5 and 8). cash to finance their investments.
As important as, and arguablyless Retained earnings-undistributed
understood than, the dynamics of profits and capital consumption
corporategovernance at the national allowances-have always provided,
level is the interaction between the and continue to provide,the financial
evolution of national systems of cor- resources that are the foundations of
porate governance and the interna- investments in productive capabili-
tional economy. Given the weight of ties that make innovation and eco-
U.S. institutional investors in inter- nomic development possible
national securities markets, it is of (Lazonick and O'Sullivan 1997a,
particular importance that we 1997b).
understand the relationship between Why then do corporate executives
the internal realignment of the U.S. care about their stock price to the
system of corporate governance and degree that they are willing to suc-
international developments. There is cumb to the demands of foreign or
certainly a perception in the popular domestic institutional investors?
press, and among many academics, One answer is that the spread of
that U.S. investors (and their British stock options as a means of compen-
counterparts) now exercise con- sation for senior corporatemanagers
siderable influence over corporate gives them a personal interest in the
resource allocation in continental stock price. Arguably even more
Europe and Japan, as well as in important are foreign executives'
many developing countries. Yet we battles for global dominance. Merger
know little about the mechanisms activity has been rising in advanced
through which control over foreign industrial economies for some time;
corporations is exercised by Anglo- it reached unprecedented levels in
American institutional investors and the 1990s. Cross-border merger
168 THE ANNALS OF THE AMERICANACADEMY

activity in particular has exploded. enterprises will have to ensure that


Since shares are increasingly the investing in their corporate stock
currency of exchange, the lure of hav- offers a competitive rate of return to
ing a highly valued stock that can foreign and domestic investors. If
serve as a merger currency or a deter- not, capital will move elsewhere.
rent against undesirable bidders pro- Given that U.S. and British corpora-
vides foreign executives with strong tions provide high returns to share-
incentives to dance to the tune of holders, the implication of being com-
shareholder value or to at least petitive on international equity
appear to do so. markets is that other countries must
From this point of view, foreign go further down the path toward a
corporate executives are seen as to corporate governance system that, as
some extent complicit in driving for- in the United States and Britain,
ward the shareholder value move- promotes the interests of sharehold-
ment because they have chosen par- ers as the number-one priority, or
ticular paths to personal wealth and risk undermining their productive
business success. The degree to capabilities because of a shortage of
which executives are willing to investment capital.
embrace these types of behavior dif- Yet what is the relationship
fers across countries. An under- between international capital flows
standing of the social organization of and real investment in the economies
corporate economies as productive to which they go? Most of what is
entities is an important source of described as portfolio investment
insight in analyzing the incentives involves exchanges of securities on
and abilities of top managers to buy secondary markets that have no
into pressures from the financial direct implication for the productive
sphere to transform the extant sys- economy at all. Moreover, the distinc-
tem of corporate governance. tion between foreign direct invest-
ment, which many economists
believe to be more desirable from the
CONCLUSION
point of view of the real economy, and
portfolio capital flows has become
There are serious limits to the very blurred in recent years as the
globalization thesis for understand- importance of cross-border asset
ing the types of development in cor- swapping has grown; cross-border
porate governance discussed here. mergers and acquisitions accounted
The globalization argument with for 50.9 percent of foreign direct
respect to corporate governance gen- investment in 1997 and 63.8 percent
erally relies on the contention that in 1998 (United Nations Conference
greater capital mobility will lead to a on Trade and Development 1999).
more efficient allocation of capital in As in the case of portfolio invest-
the world economy. In a world in ment, merger and acquisition (M&A)
which capital is mobile, German, activity has no necessary implica-
French, Japanese, and other tions for productive investment. In
CORPORATEGOVERNANCEAND GLOBALIZATION 169

the aftermath of an acquisition, the that underpins the shareholder the-


acquiring company may make sub- ory of corporate governance that is
stantial investments in the acquired such an important component of the
company, but levels of M&A activity globalization argument with respect
tell us nothing about the extent to to corporate governance; to the
which this is happening, and they are extent that countries develop
certainly not a measure of such real well-functioning stock markets, and
investment. Moreover, the record of that the interests of corporate man-
performance for M&A activity within agers are aligned with shareholders'
countries is sufficiently negative interests, overall economic efficiency
that there are no grounds for assum- will allegedly be enhanced.
ing, a priori, that such investment, In fact, the relationship between
even if it occurs, will generate active stock markets and economic
improved economic performance. performance is based on conjecture
The supposed merits of interna- rather than empirical proof. In none
tional capital mobility have been of the leading industrial economies of
subject to more contestation recently the twentieth century has the provi-
(see, for example, Bhagwati 1998), sion of capital through the stock mar-
but what concerns most critics is the ket been a central element in the pro-
volatility of international capital cess of economic development. For all
markets that portfolio flows are the talk of the merits of free-flowing
alleged to induce. The more funda- capital for economic growth there-
mental question of whether these fore, there is little evidence that the
flows play the role assigned to them stock market performs its assumed
in economic theory as suppliers of function as a crucial conduit of re-
capital for investment continues to sources from savers to investors. Nor
attract insufficient scholarly atten- are there strong theoretical grounds
tion. Furthermore, what is still not for the widespread assumption that
widely recognized is that what the stock market should play such a
Bhagwati (1998) calls the "capital role. There is, in fact, no theory
myth" at the international level is within mainstream economics that
merely an extrapolation of the prob- supports the idea that stock market
lems encountered by mainstream efficiency leads to economic effi-
economic theory in explaining the ciency. In an article provocatively en-
relationship between financial insti- titled "Stock Market Efficiency and
tutions and economic development Economic Efficiency: Is There a Con-
within nations. nection?" Dow and Gorton (1997) un-
Nowhere are the deficiencies of derline this point:
the conventional view more striking
than in the case of the stock market. There is a large body of research on wel-
The common assumption is that the fare economics, and an equally large one
stock market is an important institu- on efficient markets theory. However,
tion for channeling finance from sav- there has been relatively little work link-
ers to investors. It is this assumption ing these two literatures. By and large
170 THEANNALSOFTHEAMERICAN
ACADEMY

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
ization thesis, especially those ema-
nating from international political Abraham, Katherine and Susan House-
man. 1993. Job Security in America:
economy and the "varieties of capi-
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.
comes, it is crucial that we develop a Peracchi. 1999. The Future of Pen-
more sophisticated analysis of sions in Europe. Economic Policy
14(29): 289-320.
CORPORATE
GOVERNANCE
ANDGLOBALIZATION 171

Borsch-Supan,Alex. 1991. Aging Popula- Heisler,Jeffrey.1994. Recent Researchin


tions: Problems and Policy Options in Behavioral Finance. Financial Mar-
the U.S. and Germany.Economic Pol- kets, Institutions & Instruments 3(5):
icy 12: 103-39. 76-105.
Brancato, Carolyn. 1997. Institutional Lazonick,William and Mary O'Sullivan.
Investors and Corporate Governance: 1997a. Finance and Industrial Devel-
Best Practices for Increasing Corpo- opment: Japan and Germany.Finan-
rate Value. Chicago: Irwin Profes- cial History Review 4(2): 113-34.
sional. . 1997b. Finance and Industrial
Corbett,Jenny and Tim Jenkinson. 1996. Development: The United States and
The Financing of Industry, 1970-1989: the United Kingdom. Financial His-
An International Comparison. Jour- tory Review 4(1): 7-29.
nal of the Japanese and International Monti to Challenge Berlin. 1999. Finan-
Economies 10(1): 71-96. cial Times, 22 Oct.
Deeg, Richard. 1991. Banks and the Oberbeck,Herbert and Martin Baethge.
State in Germany:The Critical Role of 1989. Computer and Pinstripes: Fi-
Subnational Institutions in Economic nancial Institutions. In Industry and
Governance. Ph.D. diss., Massachu- Politics in West Germany, ed. P.
setts Institute of Technology. Katzenstein. Ithaca, NY:Cornell Uni-
.1996. German Banks and Indus- versity Press.
trial Finance in the 1990s. Discussion OECD(Organizationfor EconomicCoop-
paperFS I 96-323,Wissenschaftszentrum eration and Development). 1998. In-
Berlin. stitutional Investors. In Statistical
Deutsche Bank Bulletin. 1995, 9 Jan. Yearbook. Paris: OECD.
Deutsche Bundesbank. 1997. Monthly .1999. OECD Principles of Corpo-
rate Governance. Paris: OECD.
Report, Sept.
. 1999a. Gesamtwirtschaftliche O'Sullivan, M. 2000. Contests for Corpo-
rate Control: Corporate Governance
Finanazierungsrechnung. Frankfurt:
Deutsche Bundesbank. and Economic Performance in the
United States and Germany. Oxford:
. 1999b. Monthly Report, July.
OxfordUniversity Press.
Dow, James and Gary Gorton. 1997. Queisser, Monika. 1996. Pensions in Ger-
Stock Market Efficiency and Eco-
many. Washington, DC: WorldBank.
nomic Efficiency: Is There a Connec-
tion? Journal of Finance 52(3): Roseveare, D., W. Leibfritz, D. Fore, and
E. Wurzel. 1996. Aging Populations,
1087-129.
Pension Systems, and Government
Edwards, Franklin. 1996. The New Fi- Budgets: Simulation for 20 OECD
nance: Regulation and Financial Sta- Countries. OECD Working Paper, no.
bility. Washington, DC: AEI Press. 168, Organizationfor EconomicCoop-
European Commission. 1999. Towardsa eration and Development, Paris.
Single Market for Supplementary Pen- Story, Jonathan. 1997. Finanzplatz
sions. Brussels: European Commis- Deutschland: National or European
sion. Available at http://europa.eu.int/ Response to Internationalisation?
comm/dgl5/en/finances/pensions/ German Politics 5(3): 371-94.
cpensen.pdf. Turner, John and Noriyasu Watanabe.
Executive Pay. 1999. BusinessWeek, 19 1995. Private Pension Policies in In-
Apr., 72-118. dustrialised Countries: A Compara-
Germany's Capitalist Piglets. 1997. tive Analysis. Kalamazoo, MI: Upjohn
Economist, 6 Dec., 88. Institute.
172 THE ANNALS OF THE AMERICANACADEMY

United Nations Conference on Trade and U.S. Department of Commerce. 1998.


Development. 1999. World Investment Statistical Abstract of the United
Report 1998: Trends and Determi- States. Washington, DC: Government
nants. New York: United Nations. Printing Office.
U.S. Board of Governors of the Federal World Bank. 1994. Averting the Old Age
Reserve. Various years. Flow of Funds Crisis: Policies to Protect the Old and
Accounts: Flows and Outstandings. Promote Growth. New York: Oxford
Washington, DC: Board of Governors. University Press.

View publication stats

You might also like