Written by an international team of authors, this book provides the first systematic account of the control of corporate Europe based on voting block data disclosed in accordance with the European Union's Large Holdings Directive (88/627/EEC). The study provides detailed information on the voting control of companies listed on the official markets in Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, the United Kingdom, and, as a benchmark comparison, the United States. The authors record a high concentration of control of corporations in many European countries with single blockholders frequently controlling more than fifty per cent of corporate votes. In contrast, a majority of UK listed companies have no blockholder owning more than ten per cent of shares, and a majority of US listed companies have no blockholder with more than six per cent of shares. Those chapters devoted to individual countries illustrate how blockholders can use legal devices to leverage their voting power over their cash-flow rights, or how incumbents prevent outsiders from gaining voting control. It is shown that the cultural and linguistic diversity of Europe is (almost) matched by its variety of corporate control arrangements.
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'The Control of Corporate Europe is the most in-depth study of the nuances and structure of concentrated ownership and voting control in Europe's large firms. An excellent result from first-rate researchers.' * Mark Roe, Berg Professor of Law, Harvard Law School * 'This rigorous analysis of corporate control in Europe is thought provoking and I have no doubts that it will become a standard reference on the subject. I recommend it to anybody wanting to understand the complex issues confronting the European Union as it strives to formulate its securities market regulation, in particular the rules on corporate takeovers.' * Theodor Baums, Professor of Corporate and Banking Law, University of Frankfurt and Chairman of the German Government's Commission on Corporate Governance * 'A significant contribution to the corporate governance literature. The ECGN and editors Fabrizio Barca and Marco Becht deserve broad praise for spearheading this extremely well-researched and detailed study of ownership and control patterns in European nations. The Control of Corporate Europe provides valuable insight into the nature and impact of ownership concentration and voting control of European companies, which is particularly important given the burgeoning interest in shareholder activism in Europe. It will be a source of enormous value to the corporate governance community for many years to come.' * Ira M. Millstein, Senior Partner, Weil, Gotshal & Manges LLP and Chairman, World Bank/OECD Private Sector Advisory Group on Corporate Governance *
List of Figures xi List of Tables xiv Notes on Contributors xvii Introduction 1(45) M. Becht C. Mayer The Separation of Ownership and Control in Austria 46(25) K. Gugler S. Kalss A. Stomper J. Zechner Shareholding Cascades: The Separation of Ownership and Control in Belgium 71(35) M. Becht A. Chapelle L. Renneboog Ownership and Voting Power in France 106(22) L. Bloch E. Kremp Ownership and Voting Power in Germany 128(26) M. Becht E. Bohmer Pyramidal Groups and the Separation Between Ownership and Control in Italy 154(34) M. Bianchi M. Bianco L. Enriques Ownership and Control in the Netherlands 188(19) A. de Jong R. Kabir T. Marra A. Roell Ownership and Control of Spanish Listed Firms 207(21) R. Crespi-Cladera M. A. Garcia-Cestona Ownership and Control in Sweden: Strong Owners, Weak Minorities, and Social Control 228(31) J. Agnblad E. Berglof P. Hogfeldt H. Svancar Strong Managers and Passive Institutional Investors in the United Kingdom 259(26) M. Goergen L. Renneboog Beneficial Ownership in the United States 285(15) M. Becht Appendix I: The Large Holdings Directive 300(7) Appendix II: Proposal for a Council Directive 307(10) Appendix III: Comparative tables 317(4) Index 321
Fabrizio Barca is General Director for Development at the Italian Treasury, President of the OECD Territorial Policies Committee, and Director of a Research Programme on Corporate and Public Administration Governance at Siena University. He has previously been at the Bank of Italy as Division Chief at the Research Department and Chief of the Department of Development Policies at the Italian Treasury. He graduated from Rome University and completed an M.Phil. degree and research activity at the Universities of Cambridge (1978-80), MIT (1989-90), and Stanford (1994). He had appointments at the Universities of Bocconi, Siena, Modena, and Rome, where he taught corporate finance and Italian economic history. His works include papers and books on the theory of the firm, evidence on SMes, corporate governance and the history of Italian capitalism.
Marco Becht teaches at the Institute for European Studies, the Solvay Business School, and the Law Faculty of the Université Libre de Bruxelles. He graduated from the London School of Economics and Political Science (LSE) and holds a Ph.D. in economics from the European University Institute (EUI) in Florence. Becht's research focuses on corporate governance and empirical corporate finance. He is a Resident Fellow at ECARES and a Research Associate of CEPR. He was previously at the Centro de Estudios Monetarios y Financieros (CEMFI) in Madrid and the European Commission's Directorate for Industry (DG III). Becht is the executive coordinator of the European Corporate Governance Network (ECGN) and the scientific advisor of the Corporate Governance Committee of the European Association of Securities Dealers (EASD).
