Volume 28, Issue 6

In 1997 the “Neuer Markt” was opened as a stock market segment for small companies in Germany and initially performed well by attracting 329 initial public offerings (IPOs). It was closed in 2003 and listed companies were forced to transfer to either the higher ranked “Prime Standard” or to the lower ranked “General Standard”. We analyze the valuation effects of these “new economy” IPOs and whether the segment transfer decision could have been predicted with information that was available at the time of the IPO. Companies are more likely to change to the higher ranked Prime Standard if they are larger, more profitable, and have more growth opportunities. Firms that switch to the lower ranked General Standard improved the subsequent performance, suggesting that they are now traded on a market segment that better matches the firm characteristics with the listing requirements. Hence, designing different market segments that fit best with the heterogeneous characteristics of small companies are one avenue for convincing more companies to go public. Insight from this study may help with regard to establishing efficient and successful securities market segments for small company shares, which currently is intensively debated in many countries. Interestingly, Deutsche Börse announced another re-segmentation on November 21, 2016. This includes the closing of the Entry Standard and the opening of a new market segment for SMEs and growth companies on March 1, 2017.

After suggesting that optimizing equity market structure remains a work in progress (as it has for the past five decades), the paper focuses on liquidity provision – a critical determinant of market quality – and its associations with intraday volatility and price discovery. Controlling intraday volatility and sharpening price discovery is of critical importance, it is not a simple matter, and it depends on market structure. After considering each term separately, we call attention to the public goods property of price discovery, set forth the traditional suppliers of liquidity (market makers, high frequency traders, and limit order placers), and contrast continuous and call auction trading. As liquidity is widely thought to be insufficient in equity markets in the US and Europe, we stress that listed companies should provide supplemental liquidity for their own shares and, to this end, we address a proposal that formalizes a corporate involvement.

Zusammenfassung Der Beitrag beschäftigt sich mit der Frage, ob der freiwillige Rückzug eines Emittenten von der Börse gesellschaftsrechtlich oder öffentlichrechtlich reguliert sein sollte. Untersucht wird, ob es ordnungspolitisch gerechtfertigt ist, dass Aktionäre beim Widerruf einer Zulassung zum Börsenhandel durch die Börsengeschäftsführung verwaltungsgerichtlichen Rechtsschutz genießen.

Index Mutual Funds (IMF) and Exchange Traded Funds (ETF) have developed into widely-accepted and fast growing passive investment instruments, offering investors a low-cost investment alternative in well diversified portfolios. Allocating more into IMFs and ETFs is the investors’ natural response to the experience with and the disillusion about actively managed investment performance. Despite these positive effects, this shift in fund allocation raises substantial concerns about possible negative effects on securities market trading and market quality, on corporate governance and product market competition as well as on systemic risk. Most research so far does not provide significant evidence of negative effects on market quality, on securities market trading, and on systemic risk. Whether the shareholdings of IMF and ETF providers reduces product market competition and whether the concentration of voting rights negatively effects corporate governance requires further analysis. Some problems may occur if ETF and IMF providers team-up with active investors. Overall, the introduction of IMFs and ETFs on broad market indices should be viewed as a financial innovation that broadens the investment spectrum providing many benefits to investors especially when viewed relative to the meager performance and performance persistence of actively managed mutual funds.

The paper provides an overview and an economic analysis of the development of the corporate governance of German banks since the 1950s, highlighting peculiarities – as seen from the meanwhile prevailing standard model perspective – of the German case. These peculiarities refer to the specific German notion and legal-institutional regime of corporate governance in general as well as to the specific three-pillar structure of the German banking system. The most striking changes in the corporate governance of German banks during the past 50 years occurred in the case of the large shareholder-owned banks. For them, capital markets have become an important element of corporate governance, and their former orientation towards the interests of a broadly defined set of stakeholders has largely been replaced by a one-sided concentration on shareholders’ interests. In contrast, the corporate governance regimes of the smaller local public savings banks and the local cooperative banks have remained virtually unchanged. They acknowledge a broader horizon of stakeholder interests and put an emphasis on monitoring via the auditing divisions of the respective associations. The Great Financial Crisis, beginning in 2007, has led to a considerable reassessment in the academic and political debate on bank governance. On an international level, it has revived the older notion that, in view of their high leverage and their innate complexity, banks are “special” and bank corporate governance also – and needs to be seen in this light, not least because research indicates that banks with a strong and one-sided shareholder orientation – and thus with what appears to be the best corporate governance according to the standard model – have suffered most in the crisis. In the German case, the crisis has shown that the smaller local banks have survived the crisis much better than large private and public banks, whose funding strongly depends on wholesale markets. This may point to certain advantages of their governance and ownership regimes. But the differences in the performance during the crisis years may also, or even more so, be a consequence of the business models of large vs small banks than of their different governance regimes.