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Restructuring “Germany Inc.”: The Politics of Company and Takeover Law Reform in Germany and the European Union

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  • Cioffi, John W.

Abstract

The reform of German company law by the Control and Transparency Law (“KonTraG”) of 1998 reveals politics of corporate governance liberalization. The reforms strengthened the supervisory board, shareholder rights, and shareholder equality, but left intra-corporate power relations largely intact. Major German financial institutions supported the reform’s contribution to the modernization of German finance, but blocked mandatory divestment of equity stakes and cross-shareholding. Conversely, organized labor prevented any erosion of supervisory board codetermination. Paradoxically, by eliminating traditional takeover defenses, the KonTraG’s liberalization of company law mobilized German political opposition to the EU’s draft Takeover Directive and limited further legal liberalization.

Suggested Citation

  • Cioffi, John W., 2002. "Restructuring “Germany Inc.”: The Politics of Company and Takeover Law Reform in Germany and the European Union," Institute of European Studies, Working Paper Series qt4p15c19g, Institute of European Studies, UC Berkeley.
    • Handle: RePEc:cdl:bineur:qt4p15c19g
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    Cited by:

    1. Ben Clift, 2009. "The Second Time as Farce? The EU Takeover Directive, the Clash of Capitalisms and the Hamstrung Harmonization of European (and French) Corporate Governance," Journal of Common Market Studies, Wiley Blackwell, vol. 47, pages 55-79, January.
    2. Löhlein, Lukas & Müßig, Anke, 2020. "At the boundaries of institutional theorizing: Individual entrepreneurship in episodes of regulatory change," Accounting, Organizations and Society, Elsevier, vol. 83(C).
    3. Rünger, Silke, 2011. "The effect of Germany's Tax Reform Act 2001 on corporate ownership: Insights from disposals of minority blocks," arqus Discussion Papers in Quantitative Tax Research 114, arqus - Arbeitskreis Quantitative Steuerlehre.
    4. Luca Enriques & Paolo Volpin, 2007. "Corporate Governance Reforms in Continental Europe," Journal of Economic Perspectives, American Economic Association, vol. 21(1), pages 117-140, Winter.
    5. Jean-Christophe Duhamel & Réda Sefsaf, 2017. "Valeur de la gouvernance d'entreprise et gouvernance des valeurs de l'entreprise. Recherche sur les effets des codes de gouvernance et les stratégies de communication en matière de gouvernance," Working Papers halshs-01633982, HAL.
    6. Detzer, Daniel, 2019. "Financialization made in Germany: A review," IPE Working Papers 122/2019, Berlin School of Economics and Law, Institute for International Political Economy (IPE).

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    Keywords

    economy; finance; PEIF;
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