مسابقات برای کنترل شرکت : حاکمیت شرکتی و عملکرد اقتصادی در ایالات متحده و آلمان Contests for Corporate Control: Corporate Governance and Economic Performance in the United States and Germany

Current wisdom is that shareholder value should be the guiding light for corporate management. The US is following this lodestar. US companies outperform all other so who can quarrel with this? European companies are following the US example. The author wonders if companies are digging their own graves by doing so. Her arguments may not be watertight but they make you sit up and think. She correctly states that a company's success is dependent on innovation. There is no evidence that concentrating on shareholder value is best for innovation. The blossoming of the electronics industry is not based on the free market or entrepreneurship or shareholder value. The foundation was enlightened procurement by the Department Of Defence. IBM, INTEL and DEC all owe their success to "buy only American" defence orders according to her analysis. She also shows that the stock market only plays a very small role in providing capital for investment. Most funding comes from depreciation and retained earnings. Equity issues are only important to buy out owners and to allow companies to acquire other ones. An interesting analysis shows that the benefit of an acquisition almost always accrues to the shareholders of the acquired company and almost never to the acquiring company. Institutional investors (and raiders) are the only shareholders with influence. Their only interest is share performance. They have aligned their interest with that of top management through stock options and bonus plans depending on share performance. Company managers can now become very rich when increasing the value of the shares. As the average tenure of a CEO is around five years, it leads automatically to a short-term perspective. She believes that there is more to the economic value a company can produce than shareholder value. This point is not dealt with in any detail other than the emphasis on innovation and organisational learning that are long-term processes. One interesting point is the difference between German and Japanese companies on the one hand and US on the other. US companies do not see it as an objective to upgrade the job opportunities for its employees. In the past companies offered good pay for relatively simple jobs. The company attitude is to move these jobs to low cost countries and make the employees redundant. Most of the redundant people have to take lower paid service jobs. She believes that companies can and should follow a different path and enrich the kind of work the company can offer and invest in the education of its employees. She gives no real-life examples of US companies that have successfully done so. The different path taken by German is described very lucidly. Even though German companies have made much greater effort than American companies in upgrading its workforce, they face other problems. Financing pensions is big problem, so is the restructuring of the banks. Getting the "upgraded" specialists at all levels to work as teams across specialist borders is very difficult. This book presents many thought-provoking challenges to readers that believe in shareholder value and the free market without any reservations or concerns.