독일에서의 기업지배구조 변화와 적대적 M&A 논의

The German corporate governance system, which previously had been praised as one of the institutions that made the success of the Rhine capitalism, was criticized as a major failure that was responsible for the decline of the German economy in the 1990s. The German policy makers accepted this criticism and made efforts to restructure the Rhine capitalism along the line of Anglo-American capitalism. ‘Shareholder value’ was claimed the primary goal of corporations and German CEOs were given stock options for the first time. The Bundestag, the German congress, made several legislations to reform the German corporate governance by enhancing accounting transparency, protecting minority shareholders, and facilitating hostile M&A. The hostile takeover of Mannesmann, a big German Konzern, by Vodafon, a British mobile service company, in 2000 occurred in this circumstance. Many factors contributed to the success of the takeover. First of all, changes of German banking industry are important because they partly dismantled the German bank-based system of corporate governance. The German Grossbanks traditionally played an active role in corporate control of German corporations as they participated in supervisory board (Aufsichtsrat) and used proxy voting (Depotstimmrecht). This was a typical case of relational banking (Hausbank). However, in the process of restructuring the German banking industry in the 1990s, which was led by the Deutsche Bank, they now tend to focus more on investment banking with fee income business than on the traditional Hausbank business and therefore are inclined to give up the traditional role of active corporate control. The German trade union and codetermination also did not work as a defence mechanism in the hostile takeover. This was mainly because Germany workers and trade union leaders were, as well as the German ordinary people in the late 1990s, fascinated by the stock market bubble and were optimistic about the Anglo-Americanization. The German public and policy makers were as much as optimistic when the mania for the stock market spreaded over the German society. Hence they all stayed optimistic regarding Mannesmann takeover. Yet, the free fall of the German stock markets of 2001, when the ‘New Economy’ bubble finally bursted, significantly changed the attitude of the German public. The falling stock prices made it possible for foreign investors from London and New York to try to take over German corporations with cheap prices, which led the German business people to realize the unequal condition of German corporations in cases of foreign hostile takeover. Since 2001, the German business leaders have initiated a campaign for introducing more legislations against hostile takeover, which resulted in some regulations that limit hostile takeover bid and shareholder values. But this led to a conflict with the liberal EU commission which supports the shareholder capitalism in efforts of creating an integrated capital market for the united Europe. The German government and the EU commission confronted many issues regarding corporate governance, like the Volkswagen law that protects the company from hostile M&A. Other countries also opposed the intentions of EU commission to unify corporate governance standards of all member countries. The political economy of Institutionalism, which regards national institutions as deeply imbedded in the industrial and skill structure of a country, explains the limitation of the convergence to the Anglo-American capitalism with the notion of ‘institutions as comparative advantages of a country’.