Ngân hàng, tín dụng - Chapter 16: Financial system design
          
        
            
            
              
            
 
            
                
                    United Kingdom (Cont.)
– Banks in the United Kingdom generally do not own
nonfinancial corporations
• While not explicitly prohibited, this practice is discourage by The
Bank of England to promote a safer banking system
– The Bank of England supervises banks on an informal basis,
relying on the English tradition—“Old boy network” and
applying moral suasion to influence the banking system
                
              
                                            
                                
            
 
            
                
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1Copyright © 2009 Pearson Addison-Wesley. All rights reserved.
Chapter 16
Financial 
System 
Design
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-2
Learning Objectives
• Analyze the stockholder-lender and manager-
stockholder conflicts
• Understand the different financial structures that 
limit these conflicts
• Compare and contrast the financial system 
design of Germany, Japan, the United Kingdom, 
and the United States
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-3
Introduction
• As Eastern European countries adopt capitalism, they 
are faced with task of designing a financial system
• Two models in industrialized nations are:
– Markets-oriented—United States and United Kingdom
– Banking-oriented—Germany and Japan
• Chapter examines/contrasts the two models
• Ends with observations/recommendations for emerging 
capitalistic countries
2Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-4
Information and System Design
• All financial systems have things in common
– Payments system—processing of checks and 
electronic transfers
– Specialized Financial Intermediaries —
organizations or activities designed to perform 
specific functions within the financial system
– Deposit Insurance—protecting individual depositor
– Central Bank—responsible for issuing currency and 
implementing monetary policy
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-5
Information and System Design 
(Cont.)
• However, there are significant differences
– Primarily related to how businesses obtain financing
– The private ownership of business leads to two 
fundamental problems that are handled differently by 
the financial sectors in the various systems
• Both are based on the issue of asymmetric information
• Stockholder-lender conflict
• Management-stockholder conflict
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-6
Information and System Design 
(Cont.)
• Stockholder-Lender Conflict 
– Adverse selection—firm owners (stockholders) 
have an incentive to understate their true riskiness to 
obtain borrowing on a more favorable basis
– Moral hazard—firms have an incentive to become 
riskier after their loans are funded
– Magnitude of these two problems is much less for 
large companies because of large amounts of 
publicly available information
3Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-7
Information and System Design 
(Cont.)
• Manager-Stockholder Conflict
– This conflict presents a much greater problem with 
large companies
– Stockholders (owners) delegate the management to 
professional managers
– Owners would like the manager to operate the firm 
in their best interest—maximize value of the stock
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-8
Information and System Design 
(Cont.)
• Manager-Stockholder Conflict (Cont.)
– Unfortunately, the manager may have other 
objectives
• Minimize their own effort and maximize their salaries and 
perks
• May want to maximize the firm’s size to increase their 
importance
• Want to preserve their jobs which suggests choosing 
excessively safe strategies rather than value-maximizing 
strategies that may involve more risk
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-9
Information and System Design 
(Cont.)
• Manager-Stockholder Conflict (Cont.)
– Firing the manager is one way to resolve the 
differences between stockholders and managers
• This requires close monitoring of their performances
• Difficult to judge whether an activity is in the best interest 
of the stockholders
• Might prove difficult and costly
• Since there are often a large number of stockholders, they 
may be no incentive for any individual to monitor the 
performance
4Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-10
Information and System Design 
(Cont.)
• Manager-Stockholder Conflict (Cont.)
– Small, closely held firms this conflict is less
• A significant amount of stock is held by one investor
• Major stockholder has a great incentive to monitor the manager’s 
performance
• Potential gains of monitoring the performance is much greater than the 
costs
• The owner in a closely held firm often has the power to control the 
firm’s board of directors and fire managers
• In privately held firms, the owner is often the manager--eliminates the 
stockholder-manager conflict
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-11
Information and System Design 
(Cont.)
• Conflict Resolution and Financial System 
Design
– Figure 16.1 summarizes the relationship between 
firm size and the two problems just discussed
– Stockholder-lender conflict (risk-shifting problem) 
is significant for small firms, but not large ones
– Manager-stockholder conflict (corporation 
governance)—does not arise for small firms, but 
exists for large firms with professional managers
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-12
FIGURE 16.1 Financial system 
design: the problems.
5Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-13
Information and System Design 
(Cont.)
• Conflict Resolution and Financial System 
Design (Cont.)
– These two conflicts are associated with external 
financing—almost all firms raise funds from 
outsiders in the form of debt or equity
– These two conflicts are dealt with differently in a 
banking-oriented financial system as compared to a 
markets-oriented financial system
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-14
Information and System Design 
(Cont.)
• Conflict Resolution and Financial System 
Design (Cont.)
• Banking-oriented—banks actually own companies they 
monitor, and the stock and bond markets are relatively 
underdeveloped
• Markets-oriented—banks do not own companies and 
public bond and stock markets are prominent institutions
• Figure 16.2 summarizes how banking-oriented systems 
(a) and markets-oriented systems (b) solve the 
stockholder-lender and manager-stockholder conflicts
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-15
FIGURE 16.2 Financial system 
design: conflict resolution.
6Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-16
Information and System Design 
(Cont.)
• Small Firms: Stockholder-Lender Conflict
– Both systems treat small firms similarly
– Small firms borrow from banks and other monitoring-
intensive financial intermediaries
– Banks are specialists in information--ideally suited to assess 
borrower risk before making the loan
– Design loan contracts to minimize the incentive to become 
riskier after the loan is made
• Small firms: Manager-Stockholder Conflict
– Not a problem in either financial system
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-17
Information and System Design 
(Cont.)
• Large firms: Stockholder-Lender Conflict
– The two financial systems treat large firms significantly 
differently
– Markets-Oriented System
• Large firms tend to borrow short term in commercial paper market
and borrow long term in the bond market
• Production of information about business risk is delegated to bond 
rating agencies
• Widespread availability of public information, plus credit ratings, 
enables large firms to develop reputation for not becoming too risky
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-18
Information and System Design 
(Cont.)
• Large firms: Stockholder-Lender Conflict (Cont.)
– Banking-Oriented Systems
• When lender and stockholders are the same (the bank), as is often the 
situation, this problem does not exists
• No incentive for stockholder to exploit themselves
• However, it is generally not the case that banks own all of the firm’s 
equity
• Nevertheless, consolidation of ownership is often large enough that 
the bank owns a controlling interest
7Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-19
Information and System Design 
(Cont.)
• Large Firms: Manager-Stockholder Conflict
– Banking-Oriented Systems
• Solution is driven principally by the bank’s ownership of 
the business
• Bank has the incentive to monitor the behavior of the 
firm’s management
• Bank also has control over management so it can fire an 
incompetent manager
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-20
Information and System Design 
(Cont.)
• Large Firms: Manager-Stockholder Conflict (Cont.)
– Markets-Oriented Systems
• Because of diffuse ownership, little incentive for individual 
stockholders to monitor performance of managers
• Often the CEO will influence who is selected to serve on the board of 
directors, which results in ignoring the CEO’s poor performance
• Creates a distinct possibility that inefficient managers become 
entrenched and the firm becomes manager-controlled
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-21
Information and System Design 
(Cont.)
• Large Firms: Manager-Stockholder Conflict (Cont.)
– Markets-Oriented Systems (Cont.)
• Often this situation is resolved through a corporate takeover and new 
owners replace previous managers
• Managers will actively resist such a takeover effort
• Hostile takeover—attempts to takeover a company against current 
management’s wishes
• To minimize the conflict, management’s compensation packages are 
structured to link compensation to performance desired by 
stockholders 
8Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-22
Financial System Design: Summary 
of Four Countries 
• Germany
– A strong banking-oriented financial system
– Hausbank
• A single bank that is the primary source of external financing, both 
debt and equity
• The relationship between a business firm and their Hausbank is a very 
powerful one
• This relationship fosters bank participation in the strategic activities of 
the firm through stock ownership and control, and sitting on company 
supervisory boards
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-23
Financial System Design: Summary 
of Four Countries (Cont.)
• Germany (Cont.)
– Hausbank (Cont.)
• Bank ownership participation is both direct and indirect
– Direct—bank owns a large share of the stock
– Indirect—individuals and institutions deposit stock holdings in a 
trust account with a bank and voting rights are conveyed to the
bank
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-24
Financial System Design: Summary 
of Four Countries (Cont.)
• Germany (Cont.)
– Organization of the banking system
• Commercial banks
– Comprised of three major banks and a number of regional and 
private banks
– Active participants in the international markets
• Savings banks
– Typically owned by regional or town government which operate 
locally
– Initially organized as mortgage lenders but now offer full 
commercial banking services
9Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-25
Financial System Design: Summary 
of Four Countries (Cont.)
• Germany (Cont.)
– Organization of the banking system (Cont.)
• Cooperative banks
– First established to collect savings and extend credit to 
individuals
• Specialized banks
– Mortgage, consumer lending, small business loan guarantees, 
export financing, and industry-specific financing
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-26
Financial System Design: Summary 
of Four Countries (Cont.)
• Germany (Cont.)
– Dominance of banks in Germany comes at the 
expense of the securities markets
• Stock, bond, and commercial paper markets are not very 
important
• Eight regional stock exchanges, dominated by the 
Frankfurt exchange
• Less than a quarter of the largest German companies are 
listed, and a large proportion are not actively traded
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-27
Financial System Design: Summary 
of Four Countries (Cont.)
• Germany (Cont.)
• Corporate bond and commercial paper market is very 
small, largely due to taxes and regulations prior to 1992 
making it very expensive to issue these securities
• Therefore, most German companies are highly 
dependent on their banks for credit
10
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-28
Financial System Design: Summary 
of Four Countries (Cont.)
• Germany (Cont.)
– Dominance of banking system is aided by regulations that 
permits universal banking
• Can engage in a variety of financial service activities
• Permitted to own nonfinancial companies and underwrite corporate
securities and insurance
• Those who advocate giving U.S. banks full underwriting privileges 
cite German universal banking as model of success
• However, this success might be a result of a poorly developed stock 
and bond market which is not the case in the United States
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-29
Financial System Design: Summary 
of Four Countries (Cont.)
• Japan
– Keiretsu form of industrial organization
• A group of companies that are controlled through 
interlocking ownership—companies own stock in each 
other
• Encourages strong loyalty among the companies, 
including favoritism in customer-supplier relationships
• Each keiretsu has a main bank that typically owns stock in 
other members of the keiretsu
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-30
Financial System Design: Summary 
of Four Countries (Cont.)
• Japan (Cont.)
– Japanese banks may own equity in nonfinancial companies, 
although this is now limited to 5 percent in any single firm
– Organization of the banking system
• City banks—represent a disproportionately large fraction of the 
world’s biggest banks 
• Regional banks
• Special-purpose financial institutions—include long-term credit 
banks, specialized small business and industrial institutions
11
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-31
Financial System Design: Summary 
of Four Countries (Cont.)
• Japan (Cont.)
– Historically corporate debt markets have been suppressed, 
further enhancing power of banks 
– The result is a vast majority of debt financing that comes 
from the banking system
– Unlike Germany, stock market is quite large, however 
extensive cross ownership masks high degree of 
concentration of ownership
– Adopted laws that separate commercial banking from 
investment banking, however, this separation has been eroded
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-32
Financial System Design: Summary 
of Four Countries (Cont.)
• United Kingdom
– Financial system is very much markets-oriented, 
although banks play a very important role
– London serves as both a domestic financial center as 
well as the center of the Eurobond market
– Regulatory environment encourages foreign 
participation and competition in financial markets
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-33
Financial System Design: Summary 
of Four Countries (Cont.)
• United Kingdom (Cont.)
– Organization of the banking system
• Clearing banks—universal banks, securities activities through 
subsidiaries, extensive branch networks
• Merchant banks—provide wholesale banking services to large 
corporations 
• “other” British banks—consisting of institutions similar to merchant 
banks and specialized banks
• “other” deposit-taking institutions—mostly building societies 
which are similar to savings and loan associations in U.S.
12
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-34
Financial System Design: Summary 
of Four Countries (Cont.)
• United Kingdom (Cont.)
– Banks in the United Kingdom generally do not own 
nonfinancial corporations
• While not explicitly prohibited, this practice is discourage by The 
Bank of England to promote a safer banking system
– The Bank of England supervises banks on an informal basis, 
relying on the English tradition—“Old boy network” and 
applying moral suasion to influence the banking system
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-35
Financial System Design: Summary 
of Four Countries (Cont.)
• United States
– Financial system in the United States has been extensively 
examined in Chapters 11-15
– Very large stock, bond, and commercial paper markets--
model of the markets-oriented system
– Securitization of residential mortgages and other financial 
assets has further strengthened the traded securities markets
– Banks play a key role in external financing for small and 
midsize companies, not for large firms
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-36
Financial System Design and 
Conflict Resolution
• Measure differences between banking-oriented and 
markets-oriented systems
– Figure 16.3 shows the size of the banking market and stock 
market in each of the four countries
– Banking dominates in Germany and Japan, while financial 
markets dominate in the U.K. and U.S.
– Large degree of ownership by banks in banking-oriented 
system, much less in markets-oriented
– Quantitative evidence strongly supports labeling Germany 
and Japan as banking-oriented and the U.S. and U.K. as 
markets-oriented
13
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-37
FIGURE 16.3 Size of banking and stock 
markets (percentage of GDP), 2007.
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-38
Financial System Design and 
Conflict Resolution (Cont.)
• Conflict Resolution in the Big Four
– How is financial distress managed within the two major 
orientations of the financial system
– When a company is in financial distress it cannot meet its 
financial obligations
• For markets-oriented system, during these periods, stockholder-
bondholder (lender) conflict is extreme since owners have very little 
stake left in their firm and cannot agree on a strategy short of
bankruptcy
• In banking-oriented systems it is easier for company to deal with 
conflict under protective wing of its main bank.
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-39
Financial System Design and 
Conflict Resolution (Cont.)
• Conflict Resolution in the Big Four (Cont.)
– Dealing with manager-stockholder conflict varies between the 
two systems
• Concentration of ownership in the banking-oriented system gives 
banks a major incentive to monitor corporate management
• Due to diffusion of concentration in the markets-oriented system, little 
incentive for the individual stockholder to monitor performance
• Predictably, there is a much larger volume of mergers and acquisitions 
under the markets-oriented system
14
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-40
Financial System Design and 
Conflict Resolution (Cont.)
• And the Winner is. . .
– Each system has advantages and disadvantages
– A few conclusions:
• Banks with substantial ownership are better at solving the 
stockholder-lender or management-stockholder conflict than rating 
agencies or individual stockholders
• This requires intensive monitoring which is expensive
• Stocks and bonds issued by firms in banking-oriented systems are 
much less liquid because of poorly developed markets
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-41
Financial System Design and 
Conflict Resolution (Cont.)
• And the Winner is. . . (Cont.)
– A few conclusions:
• This raises the cost of raising capital in Germany and 
Japan
• Therefore, there is a trade-off between the two systems
– Financial innovations and developments in all four 
countries suggest that there might be a good 
compromise between extremes of the two systems
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-42
Financial System Design for Eastern 
Europe and other Emerging Economics
• An initial development in these countries was to 
develop privatization programs which transforms 
government-owned companies into privately 
owned firms
• Typically involve distribution of shares to major 
stockholders (employees, managers, and creditors)
• Privatization initially focused on small and 
midsize companies
15
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-43
Financial System Design for Eastern 
Europe and other Emerging Economics 
(Cont.)
• Privatization must occur with developments 
of new securities markets—primarily equity 
markets
• However, it is likely a banking-oriented 
system may make more sense for these 
formerly planned economies that are 
accustomed to strict governmental control
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-44
Financial System Design for Eastern 
Europe and other Emerging Economics 
(Cont.)
• At present, Eastern Europe can be regarded as 
an information-poor environment, with little 
public information about large firms
– Rating agencies do not exist
– Reputation building is extremely difficult
– Lack of managerial talent and experience suggests 
that monitoring will be especially critical
• All these factors indicate that a banking-
oriented system may be more suitable
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-45
TABLE 16.1 Estimated Ownership 
Patterns (percentage)
16
Copyright © 2009 Pearson Addison-Wesley. All rights reserved. 16-46
TABLE 16.2 Merger and 
Acquisition Activity: 2002
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