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The introductory chapter presents an overview of the book. It starts with the basic research questions and the objectives of the book. One of the main objectives is to make available systematic and comparable accounts of ownership structure change (respectively, persistence) in large firms in eight European countries over the last few decades. The second main objective is to examine the likely determinants of ownership structure change in each country. The third objective is to apply an international comparative approach to ownership structure changes to shed some light on the questions of whether similar forces impact ownership change or persistence in each country, whether particular institutional factors influence ownership change/persistence, and whether the eventual decline of corporate insiders and the state and the rise of foreign and institutional investors are influenced by similar forces in each country. The chapter provides an overview of the global corporate governance revolution in the 1990s as well as its countervailing forces. It discusses the theoretical assumptions about the determinants of corporate ownership, the data used in the country chapters, and gives an overview over chapter contents. The chapter concludes with cross-country summary, implications for the theory of the firm and policy implications.
The United Kingdom was the first country to develop a code of best practice of corporate governance. This chapter gives a brief overview of UK corporate governance regulation, including recent reforms, followed by a discussion of the listing and disclosure rules. It then performs an empirical study of the control and ownership of the top 20, top 100 and the listed UK companies for two distinct points in time, i.e. the 1990s and 2018–2019. The following patterns emerge. Over the period ranging from the late 1990s to 2018–2019, the percentage of listed companies in the top 20 and top 100 suffered a substantial decrease. In contrast, the percentage of fully owned subsidiaries among the top UK companies shot up from virtually nil to more than half of such companies. Still, the average listed UK company remains widely held in 2018–2019 (Goergen and Renneboog, 2001). The chapter then proceeds by identifying potential determinants explaining the observed ownership changes. The chapter concludes with a number of reflections on how UK corporate ownership and control may change during the post-Brexit period.
This chapter examines ownership and control structures in Austria. As many other European countries, Austria experienced a shake-up in securities law, mainly induced by EU Directives (such as those on shareholder rights, takeovers and transparency). Despite of investor favourable changes in the securities law, ownership concentration remain very high in Austria in listed and unlisted companies alike. Thus, large shareholders remain the predominant corporate governance model in Austria. The identities of the controlling shareholders remained very much the same during the past decades with one important exception, banks. Pyramidal ownership structures have remained prevalent as of 2018–2019 in Austria, since non-financial firms and holding companies together controlled nearly half of the top 100 Austrian firms. Thus, families and individuals which stand behind those companies remained the most important ultimate controlling owners. There was a remarkable decline of state control of listed companies after privatization but the state retained an important role as large and controlling shareholder in many of the largest (listed and unlisted) Austrian companies. While around twenty-five years ago foreign owners already controlled around 20% of the largest Austrian companies, this percentage kept increasing. The chapter discusses the role of ‘complementary institutions’, the preferences of both controlling owners and prospective buyers, and a missing political will to embrace a more shareholder oriented model.
The uniqueness of this book is its conceptualization of a corporate group as a system of interaction, comprised of nodes, links and internal governance tools. This framework can be used to understand what constitutes a group, based on affiliation-linkages. By increasing our perception of group-structuring we can assess the extent to which existing laws address all variables. If the law does not consider certain variables to be used for identifying groups, a case of shadow business may be identified. Group-transparency is a recurring topic on the regulatory agenda. In this book, three legal domains are analysed questioning whether specific amendments have led to increased group-transparency: the control-definition for consolidated accounts, shareholder-transparency in company law, and major holding disclosure in listed companies. This book identifies deficiencies of the law in obtaining its regulatory objective of group-transparency, and proposes an interpretative solution based on Systems Thinking.
This chapter discusses the different categories of relations or connections that, in isolation or cumulatively, qualify as a means of control. This chapter adds a systematization of equity and nonequity modes of control to the existing corporate law literature. This ranges from traditional shareholding and share classes and contractual ties such as shareholder agreements and share lending contracts, to complex financial instruments, the significance of intermediated holdings, and to the role of participation on closed blockchain platforms and smart contracts governing the relationship between two or more companies. An important insight from the analysis described in this chapter is that a combined set of holdings can, due to its complex nature, lead to it running under the regulatory radar.
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