Working paper series / Johann-Wolfgang-Goethe-Universität Frankfurt am Main, Fachbereich Wirtschaftswissenschaften : Finance & Accounting
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162
Stakeholderorientierung, Systemhaftigkeit und Stabilität der Corporate Governance in Deutschland
(2006)
Since the time of Germany’s belated industrialisation, corporate governance in Germany has been stakeholder oriented in the dual sense of attaching importance to the interests of stakeholders who are not at the same time shareholders, and of providing certain opportunities for these stakeholders to influence corporate decisions. Corporate governance is also systemic. It is a system of elements that are complementary to each other, and also consistent. In other word, it is composed of elements for which it is important that they fit together well, and in the German case these elements did fit together well until quite recently. Corporate governance as a system is itself an element of the German bank-based financial system at large and possibly even of the entire German business and economic system. Stakeholder orientation of governance is consistent with the general structure this system, and even represents one of its central elements. In retrospect, German corporate governance has also proved to be surprisingly stable. Its fundamental traits date back to the turn from the 19th to the 20th century. There are strong reasons to assume that the systemic features, that is, its complementarity and consistency, have greatly contributed to its past stability. Since about ten years now, there are growing tendencies to question the viability and stability of the German corporate governance system and even the financial system as a whole. One of the central topics in the new debate concerns the stakeholder orientation of the system, which some observers and critics consider as the main weakness of the “German model” under the increasing pressures of globalisation and European integration. As far as their development over time is concerned, systems of complementarity elements exhibit certain peculiarities: (1) They do not adjust easily to changing circumstances. (2) Changes concerning important individual elements, such as the stakeholder orientation of governance, tend to jeopardize the viability and the stability of the entire system. (3) While they appear to be stable, systems shaped by complementary may simply be rigid and tend to break under strong external pressure. “Breaking” means that a system undergoes a fundamental transformation. It seems plausible to assume that the German financial system is already in the middle of such a transformation. It is yet another consequence of its systemic character that this transformation is not likely to be a smooth and gradual process and that it will not lead to a “mixed model” but rather to the adoption of a capital market-based financial system as it prevails in the Anglo-Saxon countries. In such a system, corporate governance cannot be geared to catering to the interests of stakeholders, and an active role for them would not even make any economic sense.
161
Using data of US domestic mergers and acquisitions transactions, this paper shows that acquirers have a preference for geographically proximate target companies. We measure the ‘home bias’ against benchmark portfolios of hypothetical deals where the potential targets consist of firms of similar size in the same four-digit SIC code that have been targets in other transactions at about the same time or firms that have been listed at a stock exchange at that time. There is a strong and consistent home bias for M&A transactions in the US, which is significantly declining during the observation period, i.e. between 1990 and 2004. At the same time, the average distances between target and acquirer increase articulately. The home bias is stronger for small and relatively opaque target companies suggesting that local information is the decisive factor in explaining the results. Acquirers that diversify into new business lines also display a stronger preference for more proximate targets. With an event study we show that investors react relatively better to proximate acquisitions than to distant ones. That reaction is more important and becomes significant in times when the average distance between target and acquirer becomes larger, but never becomes economically significant. We interpret this as evidence for the familiarity hypothesis brought forward by Huberman (2001): Acquirers know about the existence of proximate targets and are more likely to merge with them without necessarily being better informed. However, when comparing the best and the worst deals, we are able to show a dramatic difference in distances and home bias: The most successful deals display on average a much stronger home bias and distinctively smaller distance between acquirer and target than the least successful deals. Proximity in M&A transactions therefore is a necessary but not sufficient condition for success. The paper contributes to the growing literature on the role of distance in financial decisions.