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Revisiting the Mannesmann Takeover: How Markets For European Management Review (2006) 3, 142- I55 0 2006 EURAM Palgrave Macmillan Ltd. All rights reserved 1740-4754/06 $30.00 palgrave-journals.comlemr Revisiting the Mannesmann takeover: how markets for corporate control emerge Martin Hopner’, Gregory Jackson2 ‘Max-Planck-Institute for the Study of Societies, London, UK ‘King’s College London, London, UK Correspondence: King’s College London, 150 Stamford Street, London SE1 9NH, UK. Tel: +44 20 7848 4466; E-mail: [email protected] Abstract Degrees of shareholder orientation among companies differ across countries as well as over time. Markets for corporate control are important elements of corporate governance regimes that affect such orientations. German corporate governance has often been described as a bank-oriented, blockholder, or stakeholder model where markets for corporate control play no significant role. This case study of the hostile takeover of Mannesmann AG by Vodafone in 2000 demonstrates how systemic changes during the 1990s have eroded past institutional barriers to takeovers. The emergence of a market for corporate control cannot be understood by looking at takeover regulation in isolation. Rather, takeover markets rely on a whole set of complementary institutions, social practices, and predominant interpretations, such as banking strategies, codetermination practices, company regulation, and business ideologies. A limited, but significant segment of German corporations are now subjected to a market for corporate control. European Management Review (2006) 3, 142-1 55. doi:l0.1057/palgrave.emr.l500061 Keywords: Corporate governance; market for corporate control; comparative institutional analysis; takeovers; Germany Introduction longside markets for products, labor, and finance, the (Jenkinson and Ljungvist, 2001), Germany witnessed its market for corporate control represent a distinct first major hostile takeover battles at Hoesch, Thyssen, and A fourth type of capitalist market - thereby turning Continental. But the takeover of Mannesmann by Vodafone companies that combine capital and labor in the produc- between November 1999 and February 2000 represents a tion of commodities into commodities themselves (Wind- decisive watershed. The takeover was one of the largest olf, 1994). On the one hand, the market for corporate deals in the world, and reflects the dramatic power of stock control is often seen as an important mechanism of market capitalization in leveraging the takeover of the corporate governance. Given the dispersed nature of industrial giant Mannesmann (130,860 employees, 23 corporate ownership, poorly performing firms may be billion euros in turnover, 109 years old) by a newer and purchased at a low price and inefficient management smaller rival Vodafone (29.465 employees, 13 billion euros replaced (Manne, 1965). On the other, takeovers may also in turnover, 15 years old). lead the transfer of wealth from stakeholders to share- This paper presents a case study of the Mannesmann holders and lead to net losses of efficiency or wealth due to takeover and revisits its significance for German corporate ‘breaches of trust’ (Shleifer and Summers, 1988). In both governance. Whereas German corporate governance in- cases, markets for corporate control have crucial conse- stitutions are argued to act as a strong barrier to hostile quences for the distribution of power over corporations. transactions, we emphasize that a number of incremental, Takeover activity varies across countries related to the but non-trivial changes made the Mannesmann deal institutional characteristics of different national business possible. In analyzing the inter-related nature of these systems (O’Sullivan, 2000; Hall and Soskice, 2001; Rossi and changes, we offer insights into the behavioral and institu- Volpin, 2003; Schneper and Guillen, 2004; Goergen et al., tional preconditions of markets for corporate control. We 2005). While the market for corporate control has played argue that these preconditions rely not only upon takeover little role in Continental Europe, the increasing mergers regulation, but a set of interdependent practices, business and acquisitions (M&A) since the 1990s have also been ideologies and complementary institutions. The emergence associated with the emergence of hostile bids. Despite some of markets cannot be understood apart from their past hostile transactions involving large blockholders embeddedness, in particular, social foundations. Revisiting the Mannesmann takeover Martin Hopner and Gregory Jackson * 143 Our argument relies upon an actor-centered perspective of corporate governance (Kester, 1990; Baums, 1993; of institutions (Aguilera and Jackson, 2003; Crouch, 2005) Aguilera and Jackson, 2003). For example, bank monitoring that focuses attention on how actors are involved in the may effectively substitute for the market for corporate diffusion, adaptation, and contestation of new practices control, Meanwhile, the absence of takeovers means that a across different institutional contexts (Fiss and Zajac, 2004; greater proportion of corporate wealth goes to employees Sanders and Tuschke, 2006). The emergence of takeover and reinvestment in corporate growth in Germany than in markets in Germany is not explained by the wholesale Britain (De Jong, 1996). Firms who are free from the threat adoption of market-oriented or Anglo-Saxon business of takeovers retain a wider range of strategic options: institutions, but the accumulation of incremental changes, pursuing higher market share, spending more on capital strategic adjustments, and experiments at the boundaries of and R&D investment; specializing on market segments institutional constraints. Both institutional change and offering lower returns but large size and relatively low risk; continuity help to explain why a takeover market has and absorbing higher labor costs to avoid layoffs during emerged, but retains its own distinctive characteristics (see downturns and protect employee morale and firm-specific also Jackson and Miyajima, 2006). The ‘market’ for human capital. These strategies are associated comparative corporate control reflects the intensified competition for institutional advantages for certain industrial sectors (Hall the control of large companies, and competitive strategies and Soskice, 2001). oriented to stock prices to mediate that competition in Cross-national differences in the level and type of Germany. While we do not see such change as leading to takeover activity relate to a number of institutional and cross-national convergence, we conclude that this gradual historical factors that affect the power differentials among emergence of a market for corporate control in Germany various corporate stakeholders (see Rossi and Volpin, 2003; represents a major change of its post-war corporate Schneper and Guillen, 2004; Pagano and Volpin, 2005). governance institutions. The change points to the increas- First, M&A activity is higher where minority shareholders ingly ‘hybrid’ character of German corporate governance, enjoy strong legal protection through shareholder rights or which draws on a selective mixture of both market and stringent financial accounting standards. In terms of hostile non-market or shareholder and stakeholder-oriented bids, an important aspect concerns takeover rules, such as elements (Hopner, 2001; Jackson, 2003; Vitols, 2004; Buck mandatory bid rules, board neutrality, and the potential for and Shahrim, 2005). takeover defences, such as poison pills. Second, high The next section briefly reviews the economic and ownership concentration and dense inter-firm networks institutional factors influencing the development of mar- act as a barrier against hostile takeovers, since concentrated kets for corporate control across countries. Next, we follow- owners must be willing to sell. Related to this, relationship- up with a section that identifies the specific managerial and oriented banks often play a strategic role in defending institutional features suppressing these markets in companies from hostile bids. Third, both friendly and Germany. The subsequent section presents the Mannesmann hostile M&A is higher in countries where employment case, showing how these factors failed to have deterrent protection law (e.g. rights regarding dismissal) or employee effects. The penultimate section discusses the potential participation rights are weak. Finally, M&A activity may emergence of a market for corporate control in Germany. also be legitimated to a greater or lesser degree depending The last section draws some further implications of upon the educational backgrounds and ideologies of top takeovers for German corporate governance. managers (Fligstein, 1990). All of these factors are important for the German case, although any one could theoretically be a sufficient condition for preventing an The market for corporate control active takeover market. M&A are important aspects of corporate strategy and often Recent institutional analysis of takeover markets often arise in response to technological, economic, or institu- compares a broad cross-section of OECD countries in a single tional change. Where M&A develops into a market for point in time. By contrast, this paper adopts actor-centered corporate control, takeovers have strong implications for perspective that explores how institutional constraints and corporate governance. As Henry Manne (1965: 113) argued opportunities evolve within countries as a result of varieties ‘The lower the stock price, relative to
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