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German
Banking
Corporate
Governance
At a discussion meeting hosted by Commerzbank in Frankfurt-am-Main on
22 February, Jeremy Edwards and Klaus Fischer presented
the main results of a new study which cast doubt on the merits of
Germany's distinctive, bank-based system of investment finance. Edwards
is University Lecturer in the Faculty of Economics and Politics at
Cambridge University, a Fellow of St John's College and a Research
Fellow in CEPR's Financial Economics programme. Fischer wrote his PhD
thesis on house-bank relationships in Germany at the Universität Bonn
and now works in banking in Germany. The research reported in this
volume was financed by the Anglo-German Foundation for the Study of
Industrial Society and formed part of CEPR's research project, `An
International Study of the Financing of Industry', which was also funded
by the Bank of England, the European Commission, the UK Economic and
Social Research Council, the Esmée Fairbairn Charitable Trust, the
Japan Foundation and the Nuffield Foundation. Financial support for the
meeting from Cambridge University Press is gratefully acknowldeged. The
views expressed by Edwards and Fischer were their own, however, not
those of the above organizations nor of CEPR, which takes no
institutional policy positions.
Economic theory suggests that German banks might enjoy both economies of
scale in information-gathering and economies of scope between
information-gathering and the exercise of control rights. Representation
on supervisory boards might allow a relatively small number of banks to
provide loan finance at low cost by reducing informational asymmetries
between borrowers and lenders; it might also prevent returns from being
dissipated by inefficient management and reduce the costs of financial
distress. Universal banks might also monitor managerial performance for
firms with widely-dispersed share ownership, while their close
involvement as lenders might enable them to ensure that only
high-quality firms approach the stock market for equity finance, so
shareholders would be more willing to take up new issues.
Edwards and Fischer reported, however, that this compelling theoretical
case for the `German-style' system bears little relation to the
operation of German banks in practice. During 1970-89, for example,
non-financial enterprises in the UK financed a higher proportion of
gross capital formation by loans from financial institutions than their
German counterparts. Nor did a relatively small number of banks dominate
the market for loans to all German firms: while the `big three'
undertook most of the duties associated with representation on
supervisory boards, control of proxy votes and underwriting new equity
issues, much bank lending was undertaken by banks with no such
influence. Indeed, most German firms do not possess supervisory boards,
and those larger companies that are legally required to do so financed a
smaller proportion of investment by loans than others in Germany or
indeed comparable public limited companies in the UK.
Edwards and Fischer then considered the influence of German banks on
equity finance, noting that they supply only some 3% of the value of
their loans to non-bank firms as equity, while their role as
underwriters of new share issues does not lead to significant flows of
equity finance for investment. Nor do they effectively limit the costs
of financial distress or ensure the smooth reorganization of troubled
firms; since their loans are typically secured by collateral, their
incentives to reorganize rather than liquidate are rather limited.
They then compared the German system of corporate governance with that
achieved by hostile take-over elsewhere. Most large listed companies in
Germany have at least one `large' shareholder with an incentive to
monitor management effectively, while most of their counterparts in the
UK do not. This suggests that differences in the incidence of managerial
failure reflect the different structures of share ownership rather than
any role of banks as such in monitoring or control. German banks are
often held to act on shareholders' behalf by using proxy voting rights
to install their representatives on supervisory boards, but this
relationship is empirically very weak; even if all bank representatives
acted together, they could not determine the boards' decisions. Overall,
there is little conclusive evidence to indicate whether German banks
exercise effective control over firms. Cable's 1985 study of data on
individual companies investigated whether banks act on shareholders'
behalf under the assumption that profits should then be higher in firms
over which banks have stronger control. A careful analysis of his
results reveals, however, that the effect of bank control on
profitability was statistically insignificant in most of the estimated
equations. Edwards and Fischer noted in conclusion that the
institutional structure that entails extensive representation of large
firms on each others' supervisory boards of which the `big three' banks
are the most prominent may benefit the German economy, but the available
evidence on the supply of external investment to firms and the exercise
of corporate control provides no support for widely-held beliefs
concerning the merits of the German system of corporate finance.
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