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1. Research subject and objectives This study focuses on an economic institution, the large industrial holding company, which continues to hold a prominent if not a strategic position in the resource allocation process in many industrialised market economies. Powerful multicompany combines like the famous Japanese zaibatsu and the less familiar but equally powerful European industrial groups rely on the institution of the holding company to tie their intermarket control network together. Two general questions arise from this situation: first, what factors account for the viability and growth within a market setting of those institutions which internalise allocation decisions and, second, what effect do such institutions have on resource allocation? These questions provide the framework in which the proper research subject can be most adequately introduced. Before doing so, it is crucial to point out that the holding company institution, as analyzed in subsequent chapters, should not be confounded with the legal constructs, bearing the same generic name and flourishing in fiscal paradises, whose sole function is to organise tax evasion across national boundaries. The institution, as studied here, is the large holding company through which industrial groups manage multicompany systems. Such multicompany systems, operating an intermarket network by means of holding companies, continue to be more typical for Europe and Japan than for the United States where, for legal reasons, but also because of managerial efficiency, the multicompany system built around the holding company institution was rather short-lived and 1 the giant integrated multiunit enterprise rose to dominance instead.
In this book Neil Fligstein takes issue with prevailing theories of the corporation and proposes a radically new view that has important implications for American competitiveness.
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
Ruud. A. I. van Frederikslust, Associate Professor of Finance, Rotterdam School of Management, Erasmus University Rotterdam James S. Ang, Bank of America Eminent Scholar, Professor of Finance, College of Business, The Florida State University Sudi Sudarsanam, Professor of Finance & Corporate Control, School of Management, Cranfield University Ruud. A. I. van Frederikslust, Associate Professor of Finance, Rotterdam School of Management, Erasmus University Rotterdam. He joined Rotterdam School of Management as Associate Professor of Finance 1984 from the Inter-University Graduate School of Management, The Netherlands, where he was Associate Professor of Finance. He is author of the work Predictability of Corporate Failure (Kluwer Academic Publishers). And editor in chief of the volume of collection: Mergers & Acquisitions (in Dutch) and of the volume Corporate Restructuring and Recovery (in Dutch) (Reed Elsevier LexisNexis). He has participated in the organizations of leading conferences in Europe and the USA and presented there also numerous research papers at the conferences. He has published in leading journals like the Multinational Finance Journal and the Journal of Financial Transformation. He was a member of the Board of the European Finance Association. James S. Ang, Bank of America Eminent Scholar, Professor of Finance, College of Business, Florida State University. He joined the College of Business, of Florida State University as a Professor of Finance in 1998 from Barnett Bank Chair Professor of Finance, Florida State University. His main areas of research interest are amongst others, in corporate restructuring, corporate governance and control. He has published extensively in leading academic journals like Journal of Corporate Finance, Journal of Financial Economics, Journal of Finance, The Bell Journal of Economics, Journal of Financial and Quantitative Analysis, Journal of Money, Credit and Banking, and The Review of Economics and Statistics. And he is a member (current and past) of the Editorial Board of several of these Journals. He is amongst others a member of the Board of Trustees of the Financial Management Association and formerly he was a member of the Board of Directors of the European Financial Management Association. Sudi Sudarsanam, Professor of Finance & Corporate Control, School of Management, Cranfield University. He joined Cranfield as Professor of Finance and Corporate Control on the 1 January 2000 from City University Business School where he was Professor of Finance and Accounting. His original commercial background was in banking and international trade finance. Sudi’s main areas of research interest are in corporate restructuring, mergers and acquisitions and corporate strategy, adopting a multidisciplinary approach. He is one of the leading authorities on mergers and acquisitions in Europe and author of The Essence of Mergers and Acquisitions (Prentice Hall), translated into five European and Asian languages. His recent book, Creating value from mergers and acquisitions: the challenges, an international and integrated perspective (FT Prentice Hall, 2003, pp613) has been widely acclaimed by both academics and practitioners and is considered a standard work on M & A. He has been a visiting professor at US and European business schools. He has been an expert commentator on mergers and acquisitions on radio and television and in the print media. Sudi has also published articles in top US and European journals on corporate restructuring, corporate governance and valuation of intellectual assets.
This volume provides an up-to-the-minute survey of the field of corporate governance, focusing particularly on issues of convergence and diversity. A number of topics are discussed including bankruptcy procedures, initial public offerings, the role of large stakes, comparative corporate governance, and institutional investors.