Corporate Governance

About the Authors ix

Preface xi

Acknowledgments xv

PART I INTRODUCTION 1

1 Corporate Governance - Beyond the Scandals and Buzzwords 3

1.1 Every company has a corporate governance 3

1.2 The history of corporate governance - a tale of crime and crises 5

1.3 What are the basic paradigms of corporate governance? 14

1.4 Basic corporate governance institutions 15

1.5 The shaping factors of corporate governance 16

1.6 Types of corporate governance system 18

1.7 The types of board 20

1.8 Typical dilemmas for the board 23

1.9 Corporate governance and financial performance 24

1.10 Where does corporate governance specifically add value? 26

1.11 The contingent role of boards 28

1.12 Case study: Developing corporate governance at Highfly Logistics Software - but how? 32

1.13 Case study: Did corporate governance fail at Swissair? 36

1.14 Case study: ABB - corporate governance during a turnaround 49

2 International Corporate Governance - Similarities across Systems 63

2.1 Do international differences matter? 63

2.2 Case study: DaimlerChrysler - corporate governance dynamics in a global company 68

PART II BOARDS' INTERNAL DYNAMICS 89

3 Information Demand and Supply for Changing Board Roles 91

3.1 Do new board roles require different information? 91

3.2 Case study: Conflicts of interest at the board of Khan AG 97

3.3 Case study: ICM - when hidden agendas enter the boardroom (A) 104

3.4 Case study: ICM - hidden agendas in the boardroom (B) 108

4 Navigating through Typical Conflict Patterns 111

4.1 Are tensions and clashes normal? 111

4.2 Case study: War at the helm of Elicor 115

4.3 Case study: Cobra vs. Commerzbank - can investors raid their own company? 120

5 Codes of Conduct - The Value-Added beyond Compliance 131

5.1 Codes of conduct as a panacea? 131

5.2 Case study: Boeing hits turbulence - is it worth losing a successful CEO for a code of conduct? 135

5.3 Case study: Codes of conduct at ConnectU2 - adding value, cost, or nothing at all? 142

6 Board Evaluation 153

PART III CORPORATE GOVERNANCE IN SPECIFIC CONTEXTS 161

7 Corporate Governance Dynamics in M&A 163

7.1 Why governance as usual is not an option in M&A 163

7.2 Case study: The DaimlerChrysler merger - the involvement of the boards 166

7.3 Case study: DaimlerChrysler board - after the deal is done 180

8 Corporate Governance in and with Subsidiaries 191

8.1 Tension fields and central issues 191

8.2 Case study: Pharmagroup Int. and Fluvera - when subsidiary governance means losing competitive ground 195

9 Corporate Governance in Developed vs. Emerging Markets 203

9.1 The wild, wild East? The wild, wild South? 203

9.2 Case study: China Prime - corporate governance with Chinese traits 207

9.3 Case study: Compania Unidas de Argentina - fight for your right or vote with your teeth? 212

9.4 Case study: Starting from scratch - corporate governance at South East Bank Europe 215

10 Responsibilities in Alternative Forms of Governance 221

10.1 Differences in non-profit organizations 221

10.2 Case study: WWF International - a truly worldwide organization 223

PART IV CORPORATE GOVERNANCE IN SPECIAL OWNERSHIP SITUATIONS 233

11 Corporate Governance in Family Businesses 235

11.1 Good news for family firms 235

11.2 Case study: Bata Shoe Organization 245

12 Corporate Governance Dilemmas in Private Equity Companies 255

12.1 Corporate governance in private equity firms: can it add value? 255

12.2 Case study: Automotive Machine Tool GmbH&CoKG - from ailing family business to accelerating private equity? 261

12.3 Case study: Biocast 276

12.4 Case study: Asian Car Part Holding - sold without the knowledge of the board? 280

PART V CONCLUSION 285

Index 287