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The task of this Paper as originally described in the outline of the current project was to compare the German banking System, as one type of relationship banking , with the Japanese main bank System. This was, of course, not simply meant in the sense of a mere description and comparison of different institutions. A meaningful contribution rather has to look at the functions of a given banking System as a provider of capital or other financial Services to their client firms, has to ask in what respect the one or the other System might be superior or less efficient, and has to analyze the reasons for this. Such a thorough analysis would have to answer questions like, for instance, to what extent investment is financed by (lang or short term-)bank loans, whether German banks have, because of specific institutional arrangements like own equity holdings, seats on Company boards or other links with their borrowers, informational or other advantages that make bank finance eheaper or easier available; how such banks behave with respect to financial distress and bankruptcy of their client firms, and what their exact role in corporate governance is. While preparing this Paper I found that in Order to give reliable answers to these questions there had to be several other conferences comparable to the present one that had to focus exclusively on our domestic System. Hence what this Paper only tan provide for at this moment is a short overview of the German banking System and its special t r a i t s ( Universalbankensystem and Group Banking ; part I), describe and analyse some aspects of bank lending to firms (Part II), and the role of German banks as delegated monitors in widely held firms (Part Ill). A description of the historical development of the specific links between banks and industry and their impact on the economic growth of Germany during the period of the industrialization and later on would be specifically interesting within the framework of a Conference that discusses the lessons and relevante of banking Systems for developing market economies and for transforming socialist economies. However, historical remarks had to be omitted completely, not least because of lack of own knowledge, time and space, but also because this history is already well documented and available in English publications, too.
Other than in Belgium, German banks may hold even controlling equity participations in industrial firms (and such firms may own banks) and do so to a large extent. Vis-a-vis the European development this leads to two questions: From the perspective of the (Belgian and other) competitors of these banks, whether their own domestic System might be disadvantageous to them. And from a public interest perspective, which advantages and drawbacks are connected with the different regulations in Europe. The article first informs about the legal framework and some statistical facts. Then the various and different reasons why banks acquire and hold shares on own account are analyzed. The following Parts deal with the various public policy arguments whether equity links between banks and industrial firms should be prohibited or not (safety and soundness of banking; autonomie de Ia fonction bancaire ; abuse of confidential information and conflicts of interest; antitrust considerations; negative and positive impacts on the respective firm). In its last part the article deals with recent proposals in the German political debate to limit stockholdings of banks. The article argues that a step-by-step approach to the Single Problems and issues (conflict of interests; anticompetitive effects etc.) should be preferred to a general limitation of stock ownership of banks.
The corporate governance Systems in the U.K. and in Germany differ markedly. German large firms have a two-board structure, they are subject to employee codetermination, their managements are not confronted with public hostile takeover bids, and banks play a major role in corporate governance, through equity stakes, through proxies given to them by small investors, and through bankers positions on the supervisory boards of these firms. One of the main issues of corporate governance in large firms, the Problem of shareholders passivity in monitoring management in Berle-Means type corporations, is thus addressed by an institutional Provision, the role of the banks, rather than by a market-oriented Solution as we find it in the U.K. with its market for corporate control through the threat of hostile takeovers. These two different approaches to corporate governance have been compared several times recently, and it was argued that a bank-based or institutional Solution has clear advantages and should be preferred. Cosh, Hughes and Singh, for example, argue at the conclusion of their discussion of takeovers and short-termism in the U.K. that the institutional shareholder [in the UK] should take a much more active and vigorous part in the internal governance of corporations. . . . In Order for such a proposal to be effective both in disciplining inefficient managements and promoting long-term investments, far reaching changes in the internal workings and behaviour of the financial institutions would be required. The financial institutions would need to pool their resources together, set up specialised departments for promoting investment and innovations - in other words behave like German banks. The following remarks seek to continue this discussion from the German perspective. The article will first attempt to evaluate the monitoring potential of our domestic bank or institution-oriented corporate governance System and then, in a further patt, compare it with that of a market-oriented Solution. lt will be argued that both Systems focus on different Problems and have specific advantages and drawbacks, and that there are still quite a few puzzles to be solved until all pros and cons of each of these monitoring devices tan be assessed. The perception that both Systems focus on different Problems suggests combining institutional monitoring with a market for corporate control rather than considering them to be contrasting and incompatible approaches. The article is organized as follows. Section II will describe the legal structure of the large corporation in Germany in more detail. Section Ill explains why a market for corporate control by the threat of public hostile takeover bids does not exist in Germany. Section IV then Shows how corporate governance in publicly held corporations with small investors is organized instead, and deals with the role of banks in corporate governance in these firms. Section V of the atticle then will try to compare the monitoring potential of a marketoriented and our bank or institution-oriented corporate governance System. Concluding remarks follow.