Mergers, Acquisitions, and Controlling Shareholders: Canada and Germany Compared
Bibliographic record
Abstract
A growing body of literature on corporate governance compares Canada to the United States and/or the United Kingdom, given their Anglo-Saxon ancestry. However, this paper compares Canada to Germany and considers an often overlooked resemblance between the two: the incidence of controlling shareholders. This is particularly important given that the two countries represent two opposing corporate governance regimes. While Canada is characterized by a market-based governance regime and Germany by a bank-based governance regime, both countries exhibit concentrated ownership structures. The similarity between corporate control mechanisms in Canada and Germany is further discussed when focusing on the narrow field of mergers and acquisitions, using examples of disputes between the holders of restricted shares and holders of superior shares, and proposed transactions for change in control. The importance of recognizing the similarity between these two countries is three-fold: (i) from a policy perspective, an understanding of Canada's corporate sector path-dependence is required for the policymaker to set rules and regulations that best serve the Canadian corporate sector; (ii) from the perspective of corporate governance, the paper serves as an initial step in the examination of Canada's unique mid-way position between the United States and the United Kingdom, on the one hand, and Germany and Japan, on the other; and (iii) from the perspective of mergers and acquisitions practice, the Canadian practitioner may have points of reference other than the United States and the United Kingdom that may be more adequate at times.
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.001 | 0.004 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.000 | 0.000 |
| Bibliometrics | 0.003 | 0.006 |
| Science and technology studies | 0.005 | 0.004 |
| Scholarly communication | 0.005 | 0.001 |
| Open science | 0.001 | 0.002 |
| Research integrity | 0.001 | 0.001 |
| Insufficient payload (model declined to judge) | 0.002 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".