All rooms are equipped with an overhead projector
Rooms C, D, E, F, G and H (H only on Saturday): slide projector (framed slides, carrousel. There are extra carrousels available to set up your presentation in advance)
Rooms C, D, M, N, O, U and Committee Room 2: beamer to connect your laptop. You have to bring you own laptop. (If you want to use your Apple notebook, please contact us, as it may be incompatible.)
Rooms C, T and U: VCR
|Protecting insiders against foreigners? Aspects of corporate governance in three small states, Switzerland, Sweden, and the Netherlands, 1900-1960|
|Until the beginning of the nineteen eighties, small European countries shared some common features concerning the functions and functioning of their systems of corporate governance. Whereas many large firms of these countries were strongly oriented towards the world mar-kets, they adopted means of selective protectionism themselves. The legal rules allowed these firms to make use of a number of instruments in order to protect themselves against foreign influence. In Sweden, pyramids and super voting shares were the preferred takeover defences. In the Netherlands, where the corporate governance was more oriented towards the anglo-saxon model than elsewhere in continental Europe, priority shares and voting trusts fulfilled the same functions. In Switzerland, super voting shares became more widespread in the inter-war period. For the decades after WWII, the main defence instrument in Switzerland were restrictions of the transferability of registered shares. In all countries, ownership concentration was high and inter-firm networks were dense. Outside investors’ protections was rather weak. In Sweden and in Switzerland, the collaboration of banks and industry helped to consolidate this selective protectionism.
This paper will focus on two main elements:
1) To put forward the historical construction of these defensive instruments, which went in line with the elaboration of specific national models of corporate governance. The interwar period seems particularly interesting in this respect. Reforms of the legal rules in the Nether-lands required for more disclosure. In Sweden as well, a series of scandals and the coming to power of the social democrats changed the legal environment of the economy. In Switzerland on the contrary, business circles managed to keep the business legislation in their hands. Thus, liberal and social versions of coordinated market systems evolved.
2) To show the similarities and differences in the functioning of the defence mechanisms. Due to the small size and the high cohesion of the business circles of the three countries, hostile takeovers were likely to come from foreign firms. The insider-oriented corporate governance of these countries was thus especially directed against foreigners. In addition, due to the po-litical situation in Europe, firms from the neutral small states had strong incentives to prove their neutrality. In Switzerland in particular, the need to comply with Trading with the Enemy rules in war-times was often brought forward in order to justify the existence of defensive instruments.