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Taking Shareholder Protection Seriously? Corporate Governance in the U.S. and Germany

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  • Theodor Baums
  • Kenneth E. Scott

Abstract

This article provides a comparative study of four major dimensions of corporate governance in the U.S. and Germany: (1) the laws affecting corporate governance, particularly those designed to protect minority shareholders; (2) the prescribed role and actual conduct of corporate boards; (3) the market for corporate control (including hostile takeovers); and (4) incentive compensation. The authors pose the question: If the primary purpose of the corporate governance system is to serve the interests of minority shareholders, how do the U.S. and German governance systems rank on each of these four dimensions ? Their conclusion is that although the U.S. system is more shareholder friendly in many respects than the German, both systems have major shortcomings, particularly in the market for corporate control. The authors conclude with a list of proposed changes to both systems that would amount to “taking shareholders seriously.”

Suggested Citation

  • Theodor Baums & Kenneth E. Scott, 2005. "Taking Shareholder Protection Seriously? Corporate Governance in the U.S. and Germany," Journal of Applied Corporate Finance, Morgan Stanley, vol. 17(4), pages 44-63, September.
    • Handle: RePEc:bla:jacrfn:v:17:y:2005:i:4:p:44-63
    DOI: 10.1111/j.1745-6622.2005.00060.x
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    Cited by:

    1. Schottmüller-Einwag, Ute, 2017. "Theoretische Erklärungsansätze für die Entsprechenserklärungen zu Abfindungen für Vorstandsmitglieder [Theoretical explanation approaches for the declarations of conformity regarding severance paym," Discussion Papers of the Institute for Organisational Economics 7/2017, University of Münster, Institute for Organisational Economics.
    2. Esther Pittroff, 2016. "Whistle-blowing regulation in different corporate governance systems: an analysis of the regulation approaches from the view of path dependence theory," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 703-727, December.
    3. Marc Berninger & Markus Klug & Dirk Schiereck, 2018. "Börsenrückzüge infolge steigender Corporate-Governance-Anforderungen – Empirische Evidenz von 13 europäischen Kapitalmärkten [Delistings due to Increased Corporate Governance Requirements – Empiric," Schmalenbach Journal of Business Research, Springer, vol. 70(4), pages 351-391, December.
    4. repec:hum:wpaper:sfb649dp2012-009 is not listed on IDEAS
    5. Barbara Schondube-Pirchegger & Jens Robert Schondube, 2010. "On the Appropriateness of Performance-Based Compensation for Supervisory Board Members - An Agency Theoretic Approach," European Accounting Review, Taylor & Francis Journals, vol. 19(4), pages 817-835.
    6. Cascino, Stefano & Gassen, Joachim, 2010. "Mandatory IFRS adoption and accounting comparability," SFB 649 Discussion Papers 2010-046, Humboldt University Berlin, Collaborative Research Center 649: Economic Risk.
    7. Christian Engelen, 2015. "The effects of managerial discretion on moral hazard related behaviour: German evidence on agency costs," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 19(4), pages 927-960, November.
    8. Hang Le & Chris Brewster & Mehmet Demirbag & Geoffrey Wood, 2013. "Management Compensation Systems in MNCs and Domestic Firms," Management International Review, Springer, vol. 53(5), pages 741-762, October.
    9. Cascino, Stefano & Gassen, Joachim, 2012. "Comparability effects of mandatory IFRS adoption," SFB 649 Discussion Papers 2012-009, Humboldt University Berlin, Collaborative Research Center 649: Economic Risk.
    10. Vikas Mehrotra & Randall Morck, 2017. "Governance and Stakeholders," NBER Working Papers 23460, National Bureau of Economic Research, Inc.

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