天空的思绪

The trials of Josef A

Jan 5th 2006   From The Economist print edition

 

 

A new trial for the head of Germany's biggest bank should unsettle investors as well as bosses

 

EVERY now and again, a rumour does the rounds in Frankfurt that Deutsche Bank is planning to move its headquarters from Germany's financial capital to London or New York. Germany's biggest bank ritually restates its loyalty and the story dies down. However, such are the occasional frictions between Deutsche Bank's ways and the corporate traditions of its homeland that its bosses must sometimes be tempted to unscrew their nameplate and go. They could be forgiven for feeling that way now, following the ruling just before Christmas by Germany's federal appeal court that the bank's chief executive, Josef Ackermann,and five other men must stand trial for a second time.

 

Mr Ackermann's troubles have nothing to do with his tenure at Deutsche Bank, where he has been a successful though far from flawless leader (see article). They stem instead from the hostile takeover in early 2000 by Britain's Vodafone of Mannesmann, a German telecommunications company on whose supervisory board Mr Ackermann sat.Mannesmann's management resisted Vodafone's bid stoutly, extracting much more generous terms from the British that were worth many billions to their shareholders. The result looked to many like a German embrace, for better or worse, of Anglo-Saxon capitalism: a successful, but fiercely fought, hostile bid, in which the views of institutional shareholders were in the end decisive. The rewards paid to Mannesmann's bosses after the dust settled (approved by Mr Ackermann and the supervisory board), had an Anglo-Saxon ring to them too: 57m ($55m) in all—a lot of money to be sure,but a small fraction of the extra shareholders gained from Vodafone's successful higher offer.

 

In America or Britain, these bonuses might have raised a few eyebrows and caused a whistle or two. In Germany,said prosecutors, they were illegal: Mr Ackermann and his colleagues had no business to approve them. The company was not contractually obliged to pay its executives so handsomely and, since they were leaving, the payments could not be construed as incentives. A trial ensued. In July 2004, a court found that securities law had been breached, but not seriously enough to warrant conviction, and the men were acquitted. The prosecutors, though, appealed and have now won a fresh trial. Although the prosecutors still have to prove their guilt, the appeal court's presiding judge hardly sounded sympathetic to Mr Ackermann and the rest, calling the payments “an irresponsible waste of company money”.

 

Sorry, I'm out of the office

All this, of course, is unsettling for Mr Ackermann and his bank. Although he is determined to keep his job, the prospect of a time-consuming second trial is an unwelcome distraction at best. And a guilty verdict, even if it did not mean a prison sentence, would surely make his position untenable.

 

However, the legal to and fro ought to be as disturbing for investors in German companies as it is for their bosses.After Vodafone bought Mannesmann, they might have assumed that the market for corporate control in Germany was starting to work much as it does in America or Britain. Now they cannot be so certain. At the very least,members of German boards would do well to be much better briefed and prepared when dealing with takeovers than Mr Ackermann and his colleagues appear to have been.

 

But there is a lesson for German policymakers too. At the end of this case, they should make sure that investorsand managers know where they stand. If after-the-fact rewards for extracting high prices from bidders are illegal,or if clear limits on them are to be set, so be it. But this could hurt the very interests that prosecutors are supposed to be protecting. If managers of listed companies see little gain in fighting a hostile bid, no one should be surprised if they choose a quiet life. Friendly mergers and alliances are much less bother, especially if less heed can be paid to shareholders (including small ones).

 

Some German politicians may take comfort from the potential buttressing of a traditional German form of capitalism. Maybe they shouldn't. Corporate control, like anything that can be bought and sold, has a habit of ending up with those who value it most. If shareholders in listed companies decide that juicy takeover battles are less likely than they were, they may be more willing to sell. That could be good news for the foreign private-equity firms now running the rule over much of German business—ironically the very groups that ignited a row last year when they were accused of being predatory “locusts”. Much more than Mr Ackermann's job is at stake.

 

 

 

1.unsettle 不稳定,动荡.market unsettled  市场不稳定.unsettled未决定的.德国最大的银行的上层领导要被审了,弄的投资人和老板都觉得有点动荡不安了.

 

2.every now and again  不时的,常常.这个就是我在写第一篇博客的时候说的,每个词都认识,组合到一起就不知道什么意思了.可能有人知道这个词的意思,但是又有多少人不知道呢?反正我是查完字典以后才知道的,以后学习的时候要把这些词组攻克掉,否则以后写翻译又要出笑话了.