By Randall K. Morck
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Extra info for A History of Corporate Governance around the World: Family Business Groups to Professional Managers
In the United States, target ﬁrms sometimes obstruct a raider by placing a block of stock with a friendly shareholder, called a white squire, or by bringing in a rival acquirer, a white knight, whose management is friendly to the target’s managers. The keiretsu defense, a variant along the same lines, involves a group of ﬁrms run by mutually friendly managers exchanging small blocks of stock with each other. Even though each ﬁrm holds only a tiny stake in every other ﬁrm, these stakes collectively sum to eﬀective control blocks.
Institutional investors are clearing their throats, this situation has kept most American ﬁrms freestanding and professionally run ever since. Richard Sylla’s discussion contrasts Becht and DeLong’s arguments with those of Dunlavy (2004), who contends that by 1900 American ﬁrms were already exceptional in having one-vote-per-share voting rights, giving large shareholders more say in corporate aﬀairs than small shareholders. In Europe, Dunlavy argues, shareholder voting rights were more “democratic” in limiting the power of large shareholders, as was the case earlier in the United States.
Each chapter highlights the intricate complexity of ﬁnancial history. Yet there are common threads spanning many countries. This section tracks some of the most visible of these threads and ties them to current thinking about the reasons why corporate governance is so diﬀerent in diﬀerent countries. 28 Randall K. Morck and Lloyd Steier Accidents of History The clearest lesson, evident in every chapter, is that “things happen,” and constrain what can happen next. The history of corporate governance, like other historical processes, is path dependent.
A History of Corporate Governance around the World: Family Business Groups to Professional Managers by Randall K. Morck