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Class Struggle Inside the Firm: A Study of German Codetermination

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Author Info
Gary Gorton
Frank Schmid
Abstract

Who should control the firm? What should be the firm's objective function? If contracts are incomplete, then the group of input providers that most needs their interests protected should be allocated control rights to the firm. Existing theories argue that the suppliers of capital are most in need of protection. We empirically assess this answer by examining the German system of codetermination,' a governance system under which employees are allocated some control rights over corporate assets by law. Codetermination laws require that employees be represented on the (supervisory) board of directors. If codetermination sufficiently empowers employees, and if stockholders' rights cannot be contractually protected, then employees may redistribute the firm's surplus towards themselves. In addition, if employee interests are not contractually protected, then employees' may prefer a different objective function for the firm. For example, employees may hamper capitalist flexibility by resisting restructuring of the firm if that would jeopardize their human capital. We examine this with particular reference to the unification of East Germany and West Germany, a shock that may have caused employees in the former West to resist restructuring; the more so in codetermined firms. We also examine whether shareholders respond to codetermination with more concentrated block holdings, perhaps increasing their bargaining power with employees, or with higher leverage, committing more cash to leave the firm. Finally, we examine the relationship between codetermination and the performance sensitivity of compensation for board members.

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Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 7945.

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Date of creation: Oct 2000
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Handle: RePEc:nbr:nberwo:7945

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Find related papers by JEL classification:
G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Capital and Ownership Structure
G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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  1. Chilosi, Alberto & Damiani, Mirella, 2007. "Stakeholders vs. shareholders in corporate governance," MPRA Paper 2334, University Library of Munich, Germany. [Downloadable!]
  2. FitzRoy, Felix R. & Kraft, Kornelius, 2004. "Co-Determination, Efficiency, and Productivity," IZA Discussion Papers 1442, Institute for the Study of Labor (IZA). [Downloadable!]
  3. William R. Emmons & Frank A. Schmid, 2001. "Corporate governance, entrenched labor, and economic growth," Working Papers 2001-023, Federal Reserve Bank of St. Louis. [Downloadable!]
  4. Pagano, Marco & Volpin, Paolo, 2002. "Managers, Workers and Corporate Control," CEPR Discussion Papers 3649, C.E.P.R. Discussion Papers. [Downloadable!] (restricted)
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  5. Marc Goergen & Miguel Manjon & Luc Renneboog, 2008. "Is the German system of corporate governance converging towards the Anglo-American model?," Journal of Management and Governance, Springer, vol. 12(1), pages 37-71, March. [Downloadable!] (restricted)
  6. Abe, Naohito & Gaston, Noel & Kubo, Katsuyuki, 2001. "Executive Pay in Japan: The Role of Bank-Appointed Monitors and the Main Bank Relationship," CEI Working Paper Series 2001-10, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University. [Downloadable!]
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