SER-14.qxd 4/11/03 5:08 PM Page 247 Socio-Economic Review (2003) 1, 247–269 ‘Czechmate’: the old banking elite and the construction of investment privatization funds in the Czech Republic Hayagreeva Rao and Paul Hirsch Kellogg School of Management, Northwestern University, Evanston, IL, USA Correspondence: Hayagreeva Rao, Kellogg School of Management, Northwestern University, Leverone Hall, 2001 Sheridan Road, Evanston, IL 60208-2001, USA. E-mail: [email protected] Received: 21 June 2001 ; revised: 16 September 2002 ; accepted: 17 September 2002 Although revolutions spawn new organizational forms, sociologists have paid little attention to how economic elites affiliated with the old regime and how challengers unaffiliated with the old order struggle to populate new organizational forms. We suggest that the conflict between elites and challengers unfolds through organizations sponsored by each group. We argue that elites affiliated with the old order can reproduce their power through a new organizational form if they collectively succeed in influencing the institutional environment. In turn, the success of collective action by elite-sponsored organizations hinges on the political opportunity structure consisting of the policy goals of the government, divided reformers, electoral instability and influential allies. We intensively study the creation of investment privatization funds (IPFs) in the Czech Republic during the Velvet Revolution when state-owned banks sought to use IPFs to insulate themselves against takeover attempts, and private entrepreneurs deployed IPFs to gain control of state enterprises including banks that were being privatized. Our data suggest that a favourable political opportunity structure enabled state-owned banks to build alliances, lobby the government and constrain challengers to take over banks. Private entrepreneurs were able to acquire wealth and power subject to some limits imposed by state-owned commercial banks. Keywords: Revolution, organizational change, elite transition, finance JEL classification: G200 Financial institutions and services, general, P340 Socialist institutions and their transitions, financial economics 1. Introduction Do regime transitions lead to the circulation or reproduction of economic elites? Do they lead to new organizational forms dominated by new entrepreneurs, or do © Oxford University Press and the Society for the Advancement of Socio-Economics 2003. All rights reserved. SER-14.qxd 4/11/03 5:08 PM Page 248 248 H. Rao and P. Hirsch old organizations controlled by old regime elites retain and expand their control over new spheres of activity? What can a study of such questions in a particular episode of post-socialist privatizations tell us for other such episodes, for regime transitions more generally? Sociologists have been concerned with elite change or reproduction since the work of Vilfredo Pareto, and have approached it by studying the social origins of individuals occupying elite positions. Recent studies of post-socialist transitions in Hungary, Poland and Russia focus on individual mobility and suggest that circulation is highest in the political elite and lowest in the economic elite because managers of state-owned enterprises were able to convert their decision rights into ownership rights (Hankiss, 1990; Staniszkis, 1991; Hanley et al., 1996; Szelenyi et al., 1998; Wasilewski, 1998). Other research shows that entrepreneurs starting small businesses after the revolution were still drawn from members of the old order (e.g. Róna-Tas, 1994, p. 65). Although sociologists widely agree that regime transitions lead to new organizational forms, they have devoted little attention to how political turmoil affects the mix of organizations populating new organizational forms and industries: whether new firms (de novo entrants) created by new entrepreneurs dominate or firms controlled by old regime elites (de alio entrants) dominate (Carroll et al., 1996; Davis and McAdam, 1999). Extant research on the relationship between organizations sponsored by elites and those backed by challengers presumes a continuous state-based normative order. Studies of new industries spawned by technological innovation suggest that de novo firms created by challengers outperform de alio firms controlled by incumbents in other industries except where the latter possess specialized and transferable skills (e.g. Carroll et al., 1996). Such comparisons emphasize the sources of parenting competences but defocalize the role of power because they presume that continuously codified property rights and laws are enforced. Similarly, studies of how elites and challengers exploit mergers (Stearns and Allan, 1996) and acquisitions (Hirsch, 1986; Palmer and Barber, 1999; Dobbin and Dowd, 2000) trace how legal changes create both opportunities for challengers to acquire wealth and for elites to hijack the innovations to further their own ends, but their empirical setting is one in which there is a state that is not being reconstituted. Revolutionary transitions constitute an extreme case to understand the ‘recombination of the inherited forms with emerging new ones’ (Stark and Grabher, 1997, p. 6) because of the break in legality between the old order and the new order. We study the Czech Republic where the ‘Velvet Revolution’ replaced the governing one-party regime with a multi-party democracy and also saw the rise of a new organizational form—investment privatization funds (IPFs)—to create an equity market. Below, we outline a theory of elite and challenger competition, and then discuss how state-owned commercial banks dominated the new form and checkmated the effort to create an equity market in the Czech Republic we do this SER-14.qxd 4/11/03 5:08 PM Page 249 ‘Czechmate’ 249 by drawing on archival data and qualitative data gleaned from interviews with key decision-makers in the privatization process. 2. New organizational forms as sites for competition between challengers and elites Regime transitions break the ties that bind resources to vested interests and pave the way for new organizational forms (Stinchcombe, 1965). But new organizational forms are sites for competition between challengers and economic elites. New organizational forms are new combinations of the core features of organizations such as goals, authority, technology and served markets. So defined, new industries fall within the ambit of new organizational forms. When new industries are established in close proximity to existing industries, incumbent firms belonging to the existing industry enter the new industry because the new industry represents a potential threat, and diversification reduces instability for the managers of de alio firms (Fligstein, 1996). Challengers establish de novo organizations to exploit the new industry, and conflict ensues as contestants struggle to define rules of interaction and to legitimate their vision of the organizational form. Carroll et al. (1996) argued that challengers are likely to outcompete elites during political turmoil because their organizations may be more ideologically aligned with the new polity and, hence, gain access to more resources. Additionally, challengers may be able to nimbly exploit resources when they become available because they possess a simple structure. In contrast, incumbent organizations led by elites in existing industries lack flexibility, agility and alignment with the new polity. But incumbents may surmount political threats during revolutions by using collective action to influence the formulation and enforcement of advantageous new laws and regulations and to buffer themselves against the threats from the lean and agile de novo organizations founded by challengers (Swaminathan and Wade, 2001). Whether organizations sponsored by elites (de alio entries) or de novo entries backed by new entrepreneurs dominate a new industry depends on ‘their resources, the existence of a political opportunity to act, state actors willing to negotiate grievances’ (Fligstein, 1996, p. 664, italics added). During political turmoil, the policy goals of a government, electoral instability, divided reformers and influential allies shape the state’s willingness to negotiate grievances and, therefore, comprise a political opportunity structure for actors. The policy goals of the government may be propitious for incumbents to the extent that they emphasize the prevention of unemployment and bankruptcies. Governments committed to the prevention of unemployment may be willing to assist incumbents in the interest of warding off bankruptcies. Electoral instability in the form of coalitional governments creates opportunities for actors to exercise marginal power to wrest concessions from the new regime. Divided reformers in SER-14.qxd 4/11/03 5:08 PM Page 250 250 H. Rao and P. Hirsch the government enable incumbents to lobby state authorities during political turmoil. Conflicts among reformers in governments newly established after a revolution enable groups successfully to initiate collective action. Divisions among reformers reduce the risks of collective action for resource-poor groups and also encourage some reformers to act as ‘tribunes of the people’ to further their own political influence. Finally, influential allies enable incumbents to reproduce their control through new organizational forms during political turmoil. Allies can serve as representatives, buffers or even acceptable negotiators with state authorities and enable incumbents to wrest resources from state authorities. 3. Elites, challengers and IPFs in the Czech Republic: 1989–94 We conducted an intensive case study to understand competition between elite-sponsored de alio and challenger-sponsored de novo firms in a new industry during a regime transition. The case study approach also enables researchers to select ‘extreme cases’ to exemplify theory (Eisenhardt, 1989). The Czech IPF industry is an extreme case on three counts. First, Czechoslovakia extricated itself from Communism through the abdication of the ruling elite (Stark and Bruszt, 1998). In contrast, other countries exited Communism through compromise between Communists and the opposition (Poland), restricted electoral competition between Communist parties and new parties (Bulgaria, Romania, Albania) or unfettered electoral competition between Communists and new parties (Hungary). When the political elite affiliated with the Communist regime was replaced wholesale through capitulation, new entrepreneurs seeking to gain wealth and power were likely to face a hospitable environment in new industries. Secondly, the Velvet Revolution in Czechoslovakia diffused property rights through a market process in which citizens were targeted and minimal financial resources were required to acquire new property rights (Stark and Bruszt, 1998). Czech reformers emphasized speed and scale by initiating a mass initial public offering process. Each citizen was given a voucher book worth 1000 points (after paying US$35), which could be invested in any of several hundred firms. Over 80% of the adult population became stockholders, and the stock market was expected to set prices for the shares (Jirasek, 1997). In contrast, East Germany relied on a special agency that sold state-owned enterprises to other corporations, whereas Poland granted vouchers to citizens and employees and Hungary relied on decentralized re-organization where assets were evaluated through relational contracting (Stark and Bruszt, 1998). In all three cases, markets played a minimal role and administrative processes were important. Prima facie, one would expect a market-based privatization strategy to advantage new entrepreneurs in their bid to acquire resources, whereas privatization strategies that relied on administration and bargaining would favour elites located in incumbent organizations. SER-14.qxd 4/11/03 5:08 PM Page 251 ‘Czechmate’ 251 Finally, the privatization process in Czechoslovakia unfolded in two quick waves rather than in a sequential process of case-by-case privatization. Czech reformers sought to privatize state-owned enterprises in two waves: the first wave was from May to December 1992, and the second wave was from late 1993 to mid-1994. In the first wave that occurred before the formation of Slovakia, 1491 firms (992 Czech and 499 Slovak) were privatized and, in the second wave after the partition, 861 firms (676 new and 185 from the first wave) were privatized. In the first wave, the value of privatized property was 299.5 and 155.0 billion korunas, respectively. In contrast, other countries such as Poland or Germany privatized at a much slower rate and chose case-by-case privatization of state-owned firms. Prima facie, one would expect that the new entrepreneurs would be more advantaged by a speedy and comprehensive privatization process than by a slow process that might enable elites situated in incumbent organizations to block reforms. We gathered data from in-depth interviews lasting about 1.25 hours each with 42 key players, including: former and current government officers involved in the privatization, investment bankers advising the ministry of privatization, managers of IPFs, senior executives in brokerage firms, senior managers in both state-owned and private commercial banks, and consultants involved in the design of both the Czech and Slovak stock exchanges. We chose these respondents because they were prominent actors involved with the privatization process as its designers, consultants or critics. We also relied on data from additional Czech participants and informants, and numerous secondary sources, such as reports, published research and information from the World Bank, Organization for Economic Co-operation and Development, European Bank for Reconstruction and Development, International Monetary Fund (IMF), and Western and Czech media and government sources. Our window of observation begins in 1989 (the onset of multi-party democracy) and ends in 1994, when the second wave of privatization concluded. 4. IPFs as sites for competition between state-owned banks and new entrepreneurs The Velvet Revolution was precipitated by a general strike that took place on November 27, 1989. Soon, the Communist authorities commenced negotiation with dissidents, and a government of national unity composed of social democrats and neo-liberals was formed, and it ruled from December 1989 to June 1990. The neo-liberals pushed for mass privatization of state-owned enterprises on the premise that private firms would be more efficiently monitored and managed than government firms (Frydman et al., 1997). Czech reformers chose mass privatization over the alternatives of auctioning firms and employee stock-owned plans. Auctioning was deemed impractical because private savings were too small to purchase the assets of firms at market prices. For example, it was calculated that at pre-reform savings rates it would take SER-14.qxd 4/11/03 5:08 PM Page 252 252 H. Rao and P. Hirsch more than a century for the government to sell the assets of the Czechoslovak industrial sector, valued at their historic cost (Estrin, 1997). Alternatively, the government could have auctioned selected firms (such as Skoda) to domestic buyers or foreign investors. However, one interviewee, a policy-maker, noted that ‘Skoda’s purchase by Volkswagen paralyzed the government. Privatization reduced transaction costs because government did not have to deal with selling to foreigners.’ The choice boiled down to either a social democratic or a neoliberal route. Social democrats favoured management employee buyouts, wherein the firm would be owned by a trust controlled by managers and/or workers. This model was championed by an opposition party leader, Miloš Zeman, who later (1998) became Prime Minister and had earlier been a colleague of Václav Klaus in the Academy of Social Sciences. The neoliberal alternative promoted by the electorally victorious Prime Minister Klaus was mass privatization, whereby citizens would be sold the low-cost vouchers to purchase shares in privatized state enterprises. The choice of shares to buy was to be maximized by ensuring that several hundred firms were privatized simultaneously. Even though the social democrats supported management employee buyouts, the neoliberals (led by Prime Minister Klaus) succeeded in implementing the mass privatization programme. One informant, an academic observer, succinctly summarized the reasons: Klaus and company wanted mass privatization because they wanted speed. Zeman and company wanted employee buyouts. But it was portrayed as socialist. Their scheme was based on loans from banks for employee buyouts. The propaganda was that it was hidden socialism. Nobody influential abroad supported employee buyouts. Small newspapers supported Zeman. But TV and large newspapers supported Klaus as did international organizations like the World Bank and the IMF. Mass privatization, as one of its architects described it, was ‘the greatest experiment in market creation. There is no other way to educate people than to make them participants.’ Pragmatic considerations also played a role. Unlike the government-supervised case-by-case auction of firms, mass privatization shielded the government from delay and criticism. Another informant, an international consultant to the reformers, observed that Klaus and his allies were motivated by considerations of ‘retail politics’; providing vouchers to all Czech citizens of voting age meant that he would have an edge in elections. Over 80% of the adult population became stockholders. A consequence of the scale of the mass privatization strategy in the first wave was the rise of new financial intermediaries to smooth transactions among investors. Three new financial intermediaries appeared on the horizon: a dealer-based stock exchange (Prague), a dealerless stock exchange (the RM System) and IPFs. The government established SER-14.qxd 4/11/03 5:08 PM Page 253 ‘Czechmate’ 253 a central share registry (the SCP) to keep records of ownership of shares. The most important financial intermediary created as a consequence of mass privatization was IPFs, which comprised a new industry. To begin with, Czech citizens who received vouchers and were asked to submit them in exchange for shares in any of the 1491 firms to be privatized in the first wave were bewildered because little information was made available about these firms. There was also very little information or public discussion about what rights accompanied share purchases. One observer remarked that ‘people thought vouchers were like lottery tickets’. Moreover, while mass privatization was an equitable way to transfer assets, it also implied that the ownership of firms was likely to be dispersed, with the result that shareholders could not effectively monitor the performance of managers (Estrin, 1997). It was in this context that IPFs arose; as a foreign banker indicated,‘people did not know what to do with their points’, and it became a solution to the problem of fragmented ownership. The voucher-holders were solicited to entrust, sell or trade in their voucher points to these funds, enabling them to delegate the bidding for shares of enterprises in the voucher scheme. In return, voucher-holders who traded rather than sold them to an IPF received shares in the fund and were entitled to a share in its expected profits. It was argued that IPFs would compete against each other, for voucher capital and for assets in the newly privatized companies. The role of the state was limited to granting licences to the new IPFs, with little or no investigation of their ownership (Pistor and Spicer, 1997). IPFs were initially established under the Government Decree on Investment Companies and Privatization Investment Funds in 1991 and two parliamentary amendments in 1992 (Decree no. 383 in 1991 and Parliamentary Amendments nos 67 and 69 in 1992). IPFs were joint stock companies created by and managed by investment companies—which were themselves established by public or private banks, financial institutions or individuals. Funds were subject to two major restrictions: (a) they (or their parent investment company) could not hold more than 20% of shares in a single company and (b) shares of any one company could not constitute more than 10% of the value of their portfolio. More detailed regulations, the Law on Investment Companies and the Investment Funds Law No. 248 of May 1992, were introduced later, but were applicable only to IPFs established in the second wave of the voucher scheme. Commercial bankers and private entrepreneurs were the two groups who struggled over the creation of IPFs, and each group had very different interests that they sought to realize by establishing IPFs. 4.1 State-owned commercial banks as de alio entrants State-owned commercial banks were lateral entrants who sought to enter the new IPF industry. State-owned commercial banks perceived themselves to have a SER-14.qxd 4/11/03 5:08 PM Page 254 254 H. Rao and P. Hirsch common heritage: they were offshoots of the socialist ‘monobank’ (State Bank of Czechoslovakia) that combined monetary and commercial functions in the Communist one-party state. In 1990, the monobank was disbanded and seven commercial state-owned banks were spun off. Commercial bank managers were members of the old order and played an important role in the economy. Of the seven stateowned commercial banks, the largest four banks controlled 85% of household deposits and 65% of the loan market and employed 80% of the banking work-force: in general, commercial banks ‘inherited the advantage of vast networks of regional branches and the accompanying name recognition’ (Desai, 1995, p. 24). Thus, the few new banks that were established by private entrepreneurs after privatization were disadvantaged vis-à-vis the seven state-owned commercial banks. New banks were required by the Czech National Bank (the Central Bank) to have a minimum capital–assets ratio of 8% at the time of founding, but the seven state-owned commercial banks were given until 1996 to achieve this goal incrementally (Desai, 1995). Moreover, state-owned banks had access to their own deposits, whereas new banks set up by private entrepreneurs had to depend on the refinancing operations of the Czech National Bank or the inter-bank market dominated by state-owned banks. The senior managers of the seven state-owned commercial banks were employees with long tenures in the monobank, and their interests were moulded by their banking role. None of the commercial bank managers jumped ship to become private entrepreneurs and establish IPFs; instead, they sought to create banksponsored IPFs to safeguard the interests of their banks. Because the state-owned commercial banks were themselves slated to be privatized, bankers perceived IPFs controlled by private entrepreneurs as vehicles for outsiders to purchase the shares of state-owned banks. To a person, all of our interviewees identified takeover threats as the most important motivation for state-owned banks to start IPFs. Many of the respondents also pointed out that IPFs could also increase the banks’ access to the boardroom, provide directorships for employees and develop new clients. In addition, a few of our interviewees pointed out that IPFs also enabled state-owned banks to retain savings. Private IPFs could attract savings from the Czech consumer, and deprive banks of oxygen. State-owned commercial banks paid out low interest rates for deposits but charged high interest rates for their loans to stateowned enterprises; their performance depended on interest rate spreads of 5.9% and above (Desai, 1995). Thus, for state-owned banks, IPFs were also a way of retaining savings from the marketplace. 4.2 Private entrepreneurs as de novo entrants The principal challengers to state-owned banks were three entrepreneurs who established small and lean investment companies (e.g. Harvard Capital, LinhArt and PPF) to exploit the opportunities created by privatization. Many of these entrepreneurs came from unorthodox backgrounds and had not occupied any SER-14.qxd 4/11/03 5:08 PM Page 255 ‘Czechmate’ 255 command post under the Communist regime. For example, Viktor Kozeny was a Czech-born American who, after a Harvard undergraduate degree and a 4-year stint at Robert Fleming, a London-based broker, established the Harvard Capital Company to create IPFs, with a staff of about 30 employees. Similarly, a universityeducated engineer who owned the YSE engineering company realized the potential of privatization and set up LinhArt in 1991 (which eventually created the YSE fund). LinhArt had a total of about 20 employees including the managing director, executive secretaries and senior managers who were trained abroad. Likewise, a young entrepreneur who created a start-up firm in Prague in 1991 later hired a former engineer, who was a student of the MBA programme of the US Business School, and established the PPF investment fund. The PPF Investment Company had a total of 40 employees, and the organizational chart included the managing director, three executive board members, two executive secretaries and senior management. While Harvard, LinhArt and PPF were the most important of the challengers, other small entrepreneurs also set up lean and small outfits to garner voucher points from Czech investors. These insurgent entrepreneurs saw IPFs as an opportunity to acquire wealth and prestige. For example, the founder of the PPF Investment Company wanted to ‘build a strong investment company that would manage large privatization funds and compete with the investment companies being established by the country’s financial institutions’ (M. Otradevec, 1995, PPF A.S. Case Study, Czech Management Centre, Prague, No. 95–034, p. 10). Michael Dingman, an American turnaround artist who later became a partner of Kozeny, put it succinctly: ‘It’s like a country that has gone through bankruptcy and all of a sudden there is a Monopoly game created’ (Wallace, 1996, p. 81). 4.3 The race to amass voucher points Investicni Banka, which had established a subsidiary on November 27, 1990, was the first bank to take action before any legal provisions concerning investment enterprises were enacted. In 1991, when a decree allowing IPFs was put into play, Investicini Banka created a subsidiary that became the first firm in the not-yet-constituted capital investment industry. Soon other state-owned commercial banks also set up investment companies, and these bank-sponsored entities advertised actively and sought to collect vouchers from citizens. In particular, five existing state-owned banks (Ceska Sporitelna, Komericini Banka, Investicini Banka, Zivnosteknska Banka and Cesjka Pojistovna) controlled a large chunk of voucher points through their investment companies.1 1 Ceska Pojistovna was, strictly speaking, an insurance firm that was also privatized. We include it in the state-owned commercial bank category because the situation facing Pojistovna was identical to that facing commercial banks. SER-14.qxd 4/11/03 5:08 PM Page 256 256 H. Rao and P. Hirsch While state-owned commercial banks first started IPFs, advertising by investment companies founded by entrepreneurs (especially Kozeny) was decisive in mobilizing investor interest. LinhArt and PPF also used very sophisticated advertising campaigns to lure citizens to deposit their voucher points with them. Fortune Magazine described it as follows: Kozeny used hard-sell television commercials, a print campaign, and even girls in short shorts to sell his countrymen on two things: the value of creating closed-end mutual funds, whose prices trade on the stock market, and—more important—the value of handing their initial bundle of vouchers over to Harvard. The lure was an outrageous promise. Kozeny pledged that every person who entrusted him with vouchers would, within a year and a day, earn back at least ten times that initial investment. Over a few months in 1992, more than 800,000 people flocked to Kozeny’s offices and received, in exchange for a coupon book initially valued at about $35, 20 shares of one of Harvard’s funds (Wallace, 1996, pp. 78–83). When the Prague stock market began trading in September 1993, share prices surged upwards, and US$35 coupon books were worth US$675. If advertising created an aura of attraction around IPFs, governmental rules to restrict concentration also facilitated their explosion. Since the laws required IPFs not to invest more than 10% of their capital in any one security, and not to own more than 20% of a security, investment companies had incentives to surmount these constraints. As the creation of more funds was not prohibited, IPFs were able to accumulate majority holdings in firms by proliferating and jointly managing their portfolios. For example, Harvard Capital set up eight funds and Investicini Banka created 11 funds. Table 1 shows that IPFs arose rapidly: between September 1991 (when Decree No. 383 was promulgated) and December 31, 1991 (the deadline for registration of IPFs), over 400 funds were set up in the former Czechoslovakia (268 in the Czech Republic alone).2 Table 1 also indicates that the IPFs accumulated 72% of the voucher points available from Czech citizens in the first wave, and a smaller share in the second wave. In the second wave, in addition to the existing IPFs structured as joint-stock firms, a number of IPFs structured as unit trusts (in which shareholders cannot vote) were created. The guiding principle of governmental policy, as one of the architects of privatization noted in an interview with us, was that ‘governments cannot organize markets. Instead, there should be competition among market organizers.’ 2 Note that rapid proliferation of funds within such a small window of time made it difficult to conduct detailed quantitative analyses of the inter-arrival times between bank-sponsored and challengersponsored funds because of ‘tied events’; multiple funds of both types being created at the same time. SER-14.qxd 4/11/03 5:08 PM Page 257 ‘Czechmate’ 257 State-owned commercial banks and three private investment companies (Harvard Capital, LinhArt and PPF) vied with each other to garner voucher points from citizens. Although other private entrepreneurs also established funds in the first and second waves, they accounted for a small portion of vouchers. Table 2 shows the shares of bank-controlled IPFs and IPFs founded by the three influential private entrepreneurial groups: Harvard, LinhArt and PPF. Table 1 Investment privatization funds (IPFs) in the first two waves of privatization First wave Second wave Number of privatized firms Value of property Number of IPFs registered 1491 299.4 billion korunas 437 (268 Czech, 169 Slovak) Number of voucher points % of vouchers to IPFs 8560 million 72 861 155 billion korunas 196 (63 new, 133 old); 158 unit trusts 6160 million 64 Sources: Mejstrik (1994), Mladek (1995). Table 2 The largest investment privatization fund financial groups: percentage share of total voucher points % share Sponsors First wave Ceska Sporitelna Investicini Banka Komercini Banka Ceska Pojistovna Agrobanka CSOB 15.6 11.9 7.6 5.5 1.8 0.8 3.2 2.5 3.3 4.8 8.2 5.1 All bank-sponsored funds 43.2 27.1 Harvard Capital PPF LinhArt/YSE Expandia Creditanstalt CS Funds IS entrepreneur 10.5 1.9 1.2 0.0 0.8 0.8 0.0 7.5 3.3 4.0 7.8 2.4 2.4 4.0 Key private firms 15.2 31.4 Source: Mejstrik (1997). Second wave SER-14.qxd 4/11/03 5:08 PM Page 258 258 H. Rao and P. Hirsch Table 2 shows that bank-sponsored funds amassed 43% of the total points garnered by IPFs in the first wave and 27% of the total points in the second wave. If Ceska Sporitelna’s investment arm was the largest player in the first wave, Agrobanka—one of the smaller state-owned banks—also did well in the second wave because it offered 2000 Czech korunas as a cash payment for those who turned in their vouchers (as an advance against the expected value of the voucher book). While Harvard,YSE and PPF did well in both waves, a new private investment company called Expandia also accumulated many points in the second wave. Expandia was a brokerage firm that had bought up shares cheaply from owners who were uninformed about the objectives of the brokerage fund to open a fund. When the fund opened, the net asset value of the shares was much higher than the old shares’ market price, and Expandia managers were able to exploit the differential. A key reason for bank-sponsored IPFs losing their edge in the second round was that by then investors may have acquired information which induced them to invest in IPFs started by entrepreneurs in the private sector. Together, Tables 1 and 2 suggest that when the results of the first and second waves of privatization are combined, bank-sponsored IPFs did well. At the end of the first wave, bank sponsored investment funds had garnered 43.2% of the 8560 million voucher points (3680.8 million points) and 27.1% of the 6160 million voucher points in wave 2 (1663.2 million points) making for a total of 5343.2 million voucher points or 36% of the total of 14 720 million voucher points available in both waves. In contrast, IPFs controlled by private entrepreneurs accumulated 3563 million voucher points or 24% of the total of 14 720 million voucher points in both waves. 4.4 State-owned banks and collective action In the two waves of privatization, commercial banks themselves were being privatized. For example, 37% of the shares of Ceska Sporitelna were privatized and 53% of Komercini Banka was privatized (Coffee, 1996, p. 146). Since the commercial banks controlled 85% of household deposits and 65% of the loan market, they were inviting targets for challengers controlling IPFs. Table 3 shows that private entrepreneurs used the IPFs under their control to target state-owned banks. IPFs under the control of Harvard Capital and LinhArt devoted nearly 50% of their resources to buying up bank shares. Thus, state-owned commercial banks could be taken over by independent entrepreneurs who controlled IPFs. Table 3 also shows that IPFs under the control of state-owned banks (Ceska Sporitelna, Investicini Banka, Komercini Banka) devoted significant resources to buying shares of banks. These purchases were an effort by state-owned commercial banks to insulate themselves against the threat of takeovers by private entrepreneurs. The prospect of takeovers threatened bank SER-14.qxd 4/11/03 5:08 PM Page 259 ‘Czechmate’ 259 Table 3 Investment privatization funds’ investment in different industries % investment Sponsors Consumer Construction Banking Energy Engineering Ceska Sporitelna Investicini Banka Komercini Banka Ceska Pojistova Agrobanka Zivnosteknska Bank Creditanstalt Harvard Capital PPF LinhArt/YSE 26 16 9 23 N/A 40 30 8 30 2 14 0 8 2 N/A 17 30 20 15 5 15 50 22 14 N/A 0 0 50 0 43 19 10 19 7 N/A 0 0 22 5 10 12 9 11 21 N/A 7 16 0 35 6 N/A, not applicable. Note: percentages do not add up to 100 because smaller industries have been omitted. Sources: Egerer (1995), interviews. managers with greater monitoring and potential displacement. The takeover threat further induced managers of state-owned commercial banks to initiate three types of collective action: cross-shareholdings, lobbying of governmental authorities and boycott of maverick entrepreneurs who tried to take over banks. 4.4.1 Cross-shareholdings State-owned commercial banks used IPFs as a means of developing cross-ownership of banks and thwarting the efforts of challengers to acquire control of banks. Thus, after the first wave of privatization, when 37% of Ceska Sporitelna’s shares were privatized, Harvard Capital emerged as the second largest shareholder (after the Czech State) with 12.9%, Investicini Banka had 8.8% and Komericini Banka followed with 3.9%. Table 4 details the cross-ownership of shares in major financial institutions in the Czech Republic in 1994. In the case of Komercini Banka,after 53% of its shares were sold,Harvard emerged as the second largest shareholder (after the State) with 17.6% of shares, Investicini Banka had 10.8%, Ceska Sporitelna had 4.9% and the IPF established by Komercini Banka had a 3.4% share of its grandparent. Thus, Ceska Sporitelna and Komercini Banka, the two largest banks, were partly shielded from the threat of takeovers because other banks bought shares in them via the IPFs established by their investment subsidiaries. In the case of Investicini Banka, while the State retained 45% of the shares, 17% of the shares were snapped up by IPFs established by Investicini’s investment company. These cross-shareholdings were viewed by our interviewees as a first line of defence employed by state-owned banks to prevent takeovers by private managers. SER-14.qxd 4/11/03 5:08 PM Page 260 260 H. Rao and P. Hirsch Table 4 Ownership of shares in major financial institutions (1994) % ownership of shares Investment firm Sporitelna a.s Parent (CS) PIAS Parent (IB) IKS Parent (KB) KIS Parent (CP) OB Invest Parent (CSO Bank) Harvard Capital PPF Other funds State % of shares privatized Ceska Sporitelna (CS) 8.8 Investicini Banka (IB) Komercini Banka (KB) 0.5 4.9 17.0 10.8 3.9 3.4 0.2 3.0 0.7 0.2 1.1 0.3 12.9 40 37 0.6 N/A 45 50 Ceska Pojistovna (CP) 2.0 10.0 4.1 10.0 – 10.0 1.0 17.6 0.1 14.0 5.0 44 53 24 15 N/A, not applicable. Note: 44% of the shares of CP were allocated to the major banks before privatization. Source: Hashi (1994). 4.4.2 Lobbying Commercial bankers lobbied for rules that would serve their interests. One informant summarized it as follows: ‘Players lobbied for regulation when they had much to lose. The law puts form over substance.’ State-owned commercial banks lobbied the government to reduce the threat of takeovers, and the Czech National Bank promulgated a rule proscribing a person or entity from acquiring more than 10% of equity without its approval; Harvard Capital was subsequently forced to reduce its stake in banks. The National Property Fund (the custodian of state assets in enterprises) also declared that it would retain a minimum 33% interest in all the major Czech banks to ensure that hostile takeovers or mergers did not occur.3 3 Orenstein (1998) points out that Klaus was himself a banker for 16 years and traces Klaus’s protection of banks to a 19th-century Czech tradition which held that Czech independence from Austria–Hungary was pursued largely by promoting Czech businesses, Czech capital, Czech manufacturing and Czech farming through Czech banks. Teichova (1974, p. 337) observes that during the inter-war period, ‘Numerous industrial companies clustered around big banks, tied to them either by credits or direct investment. In this way, large joint-stock banks threw a net of relationships of various degrees of dependency over almost all branches of production in the country.’ SER-14.qxd 4/11/03 5:08 PM Page 261 ‘Czechmate’ 261 4.4.3 Countering bank takeovers When maverick entrepreneurs sought to control banks, state-owned commercial banks retaliated by not providing funds in the interbank market. A striking example was the Motoinvest attempt to control Agrobanka. In 1995 and 1996, a maverick private investment company called Motoinvest sought to control Agrobanka, the fifth-largest state-owned Czech bank. Motoinvest used two small private banks, Plzenska Banka and Kreditni Banka, to borrow money on the interbank market to finance a takeover. In 1995, Motoinvest managed to buy a portion of the shares in Agrobanka, along with its investment fund portfolio. Motoinvest did not stop there, but instead used its position in Agrobanka to launch a bold attempt to take over the Ceska Sporitelna. When Motoinvest managers secured control of Agrobanka and the smaller Plzenska Banka, they launched a US$38.4 million campaign to persuade investors that they were committed to increasing shareholder value and sought to challenge the large banks. Organs of the state, such as the National Property Fund and the country’s largest health insurer, withdrew deposits from Agrobanka. The major state-controlled banks—Ceska Sporitelna, Komercini Banka, Ceskoslovenska Obchodni Banka and Investicni a Postovni Banka—stopped trading with Agrobanka on the interbank market. The Motoinvest group agreed to divest, provided that they were given a 130% premium for Agrobanka’s shares. Eventually, the Czech National Bank put Agrobanka under ‘forced administration’ and, as part of a triage, major state-owned banks cobbled a rescue package of US$231 million for Agrobanka. 5. How did state-owned banks defend themselves? The Czech Investment Companies and Investment Funds Act (section 24, paragraph 11) declares that ‘An investment company or investment fund established by a bank or insurance bank may not purchase the shares of its founder, its depository, or other banks and insurance banks.’ State-owned commercial banks circumvented this rule through a technicality; they established investment companies as wholly owned subsidiaries, and it was these subsidiaries that set up IPFs (ergo, the banks did not establish the IPFs). Our informants suggested that the government permitted banks to skirt the law and collude against takeovers because of policy goals of the government to prevent unemployment, influential trade unions and the Central Bank. Electoral instability and divided reformers compelled state authorities to promote an anti-bankruptcy policy that was based on liberal bank loans to the inefficient state enterprises that were being privatized and gave stateowned banks considerable leverage. 5.1 Policy goals of preventing unemployment The government of national unity that came into power after the Velvet Revolution was firmly committed to preventing unemployment. Since the government was SER-14.qxd 4/11/03 5:08 PM Page 262 262 H. Rao and P. Hirsch committed to preventing unemployment, it became dependent on state-owned commercial banks, whose continued loans could reduce bankruptcies and thereby keep unemployment at a very low level. A corollary of the government’s anti-unemployment policy was an anti-bankruptcy law that practically blocked anyone from initiating bankruptcy; bankruptcy proceedings could be started only when a firm could no longer sell goods and was, therefore, primarily insolvent (McDermott, 1997). Even then, bankruptcy proceedings had to be approved by the Ministry of Industry, which could extend proceedings for up to a year. Banks, and many of the state-owned industrial firms organized into councils, lobbied for this definition of primary insolvency because firms sold products to each other on credits to avert insolvency. Banks were pressured to provide easy credit to these insolvent firms, otherwise they would have to be closed. They went along with this policy partly because loans to these firms were at much higher rates than the interest rates paid to depositors (Desai, 1995). Thus, when these state-owned banks established investment companies that in turn founded IPFs, the government allowed them because, if their ownership passed to private IPFs which called in the loans, the resulting liquidations of these insolvent firms would cause significant unemployment. Indeed, from November 1992 to October 1993, not a single state-owned enterprise and only 993 small businesses were declared bankrupt (Brom and Orenstein, 1994). In contrast, in Hungary, 10 000 bankruptcies (and higher unemployment) were experienced during the same time period. 5.2 Influential allies—trade unions and the Central Bank Czech trade unions indirectly helped the banks by committing the government to its anti-unemployment and an anti-bankruptcy policy. Since their role in the general strike, unions had restored their sagging legitimacy and were quickly taken over by activists who had organized the strikes. The 17 old unions were dissolved, and 50 new unions emerged from their ruins forming a national federation. Neoliberals in the national government sought to introduce a bill regulating strikes, but backtracked as labour activists launched petition drives to oppose it. The International Labour Organization served as an intermediary and enabled unions to enact the Act on Wages of 1991 and the 1991 Act on Collective Bargaining. The unions not only secured their rights and those of the workers but also championed a tripartite council (government, labour and business) which would serve as a consultative body. An important contribution of the tripartite council was to secure low real wage/low unemployment. Low wages enabled firms to employ workers and, in return for wage restraint, the unions secured a commitment from the government to cushion workers from bankruptcies (Rutland, 1994; Orenstein, 1996). In a similar vein, the Central Bank, which was concerned about the stability of the banking system, was committed to supporting the main state-owned banks. SER-14.qxd 4/11/03 5:08 PM Page 263 ‘Czechmate’ 263 Interfirm debt rose by 250% in 1991 and by 100% in 1992 (Dyba and Svejnar, 1992). Banks had lent heavily to state-owned firms that were likely to be privatized; bank loans to industrial firms equalled 70% of gross domestic product of the Czech Republic. The seven major banks accounted for 99.5% of all loans in Czechoslovakia in 1990 and 80% in 1992.4 So the Central Bank sought to protect the main banks and condoned state-owned commercial banks even when they did not provide loans from the interbank market to banks controlled by upstart entrepreneurs. 5.3 Divided reformers and electoral instability The government of national unity that came into power after the Velvet Revolution in December 1989, and ruled until June 1990, saw disagreements between social democrats (led by Václav Havel) who were concerned about remaking the moral economy and neoliberals (led by Václav Klaus) focusing on the creation of a market economy. As the social democrats outnumbered the neoliberals, Klaus agreed to combine a neoliberal vision for market reform with a social democratic policy that guaranteed minimum social benefits to all and aimed to prevent unemployment. This mixed programme was ratified by Parliament in September 1990 and implemented in 1991. In the June 1990 elections,Václav Havel’s party, the Civic Forum, won a landslide election victory. Soon, a chasm developed between radical reformers, led by the Finance Minister Václav Klaus, and others like President Havel committed to the ‘civic movement’ form of organization. Klaus challenged Havel’s faction and in October 1990 won an election; but then he found that his efforts to import scientific management were still blocked by his party’s committees. In February 1991, Klaus led his faction out of the Civic Forum to create the Civic Democratic Party (CDP). The CDP became a prominent player in Parliament and, from the second elections of June 1992, a driving force for rapid privatization and market reform. Klaus headed the governing coalition until 1997, after which he co-headed the new governing coalition, with the electorally victorious social democrats. Throughout, the emphasis on an anti-unemployment policy and an anti-bankruptcy policy continued to be a linchpin of Klaus’s regime. While the CDP became the largest party, electoral rules and the tricameral Czech parliamentary structure made it dependent on other political parties to enact legislation. Although it won 30% of the popular vote, the CDP secured only 38% of the seats (76 of 200) in the Czech National Council, 32% (48 of 150) of the 4 The government also established the Konsolidacni Banka in 1991 so that Czech banks could sell their lines of revolving credits and bad loans for some percentage of their nominal value. By the end of the year, Konsolidacni Banka had bought 24% of the domestic credit liabilities of firms (Anonymous, 1993, SER-14.qxd 4/11/03 5:08 PM Page 264 264 H. Rao and P. Hirsch seats in the Assembly of People and merely 25% (37 of 150) of the delegates to the Assembly of Nations. In the tricameral structure, the Slovak parties, although smaller players, were less committed to radical reform and could use the upper house to impede legislation. So Klaus had to depend on two other parties, the Christian Democratic Union–People’s Party (15 seats) and the Civic Democratic Alliance (14 seats) to cobble together 105 delegates in the 200-strong National Council. In this slender majority, if only six representatives were to throw their support to rivals, Klaus would be out of power and, hence, he had to be cognizant of the junior partners. Due to coalition partners, and the power of labour, Klaus was forced to retain the anti-unemployment policies, and stated that ‘The costs the people have to bear must be widely shared; otherwise their fragile political support is lost’ (Klaus, 1997, p. 11). In summary, Czech privatization reform, as an architect of the privatization process stated in an interview, may have been a ‘most complex social process with no parallel in history that aimed to create a new distribution of power and wealth’. But, with bank-sponsored IPFs becoming new sources of power, one outcome of the Velvet Revolution was a reproduction of bank power. As one informant, a socialist critic who no longer taught about Marx but about Jack Welch’s management ideas, aptly noted, the Czech experience involved a: . . . transformation from socialism to old capitalism. Old capitalism is similar to socialism. Similar hierarchy and central planning—people at the top will decide and control. New capitalism requires flexibility, boundarylessness, and empowerment. 6. Discussion In contrast to research on revolutions that primarily looks at the origin of individuals occupying key positions, or at founders of small businesses, our study focused on how elites initiating de alio entries, and challengers sponsoring de novo entries, battle over new industries. Challengers can displace elites when they establish de novo organizations in new industries to exploit new sources of wealth amidst political turmoil. However, elites controlling adjacent industries can promote de alio entries and counter the threat from challengers if they engage in collective action and shape the legal and regulatory environment surrounding the new form. In turn, the success of collective action by elite-sponsored de alio organizations hinges on a wider political opportunity structure consisting of the policy goals of the government, electoral instability, divided reformers and influential allies. Our findings are limited to post-socialist transitions, where the old regime capitulated rather than other countries, where regime transitions occurred via compromise (Poland), limited electoral competition (Bulgaria, Romania) or unfettered competition between the old and new regimes (Hungary). SER-14.qxd 4/11/03 5:08 PM Page 265 ‘Czechmate’ 265 Our case study expands the literature on the financial hegemony of commercial banks. Since Mintz and Schwartz’s (1985) pioneering account, a growing body of findings chronicles how commercial banks constrain corporations through director interlocks (Mizruchi and Stearns, 1988). While the research on the financial hegemony of banks presumes that the role of banks is contingent on the availability of funds from capital markets (Davis and Mizruchi, 1999), it says little about how the larger political opportunity structure enables banks to reproduce their control over new forms of financial intermediation that potentially threaten banks. In the Czech case, electoral instability, divided revolutionaries and influential allies explain why the old logic of bank control was played out in a new financial intermediary. By establishing IPFs, banks became creditors and owners of firms. Czech privatization rearranged the ties that bound companies together (McDermott, 1997), and the new IPF form was not built on the ruins of the old order but with the ruins of the old order (Stark, 1996). In the case of Czech IPFs, the ‘translation’ of elite roles into new social spaces did not occur gradually ‘firm by firm’ but was, instead, the outcome of networked actors collectively bursting through the fetters of an existing form to ‘remake the social foundations and the cognitive identities of the elite’ (J. Padgett, unpublished data, 1998). Members of the old elite, managers of partly state-owned commercial banks, were able to safeguard their interests, and even expand their role in the Czech economy, by hijacking the IPF form. Czech bankers were creditors of state-owned enterprises, but through IPFs became owners of Czech enterprises. Although the IPF form enabled bankers to reproduce their power, it also provided an opportunity for challengers to acquire resources as long as they did not directly threaten state-owned commercial banks. Investment companies such as Harvard Capital, LinhArt/YSE, PPF and Expandia became the hubs of financial conglomerates created by private entrepreneurs. Moreover, the study of the Czech IPF industry also demonstrates how post-socialist transitions quickly lead to recombinant property (Stark, 1996). On the one hand, the incestuous relationship between banks, investment companies, IPFs and business firms undermined the distinction between public and private property and the boundaries of enterprises. On the other hand, if the managers of bank-sponsored and independent IPFs were accountable to their shareholders in the first wave because of the joint-stock format of the IPFs, the spread of the unit trust format was instrumental in making them virtually immune to investor pressure. The adoption of the holding company format by bank-sponsored and independent IPFs served only to accentuate the concentration of power in the hands of managers at the expense of shareholders. By the end of the second wave, managers of bank-sponsored and independent IPFs were no longer custodians of their shareholders but, instead, had become self-serving trustees. Thus, privatization did not transfer property rights from public to private hands, but created a recombinant SER-14.qxd 4/11/03 5:08 PM Page 266 266 H. Rao and P. Hirsch property (Stark, 1996) with IPFs being the principal mechanism by which such recombinant property was created. The limitations of our study also point to directions for future research. For one, our study lacks a comparative lens and, instead, focuses only on the Czech Republic in which the old political regime capitulated to a new regime. It would be instructive to compare competition between old business elites and new challengers in new industries in other countries that extricated themselves from Communism through compromise with the Communists (Poland), restricted electoral competition between Communists and other political parties (Bulgaria, Romania, Albania) or unfettered electoral competition between Communists and new parties (Hungary). Another limitation of the study is that it chronicles competition between old business elites and new challengers without discussing the policy consequences of elite circulation in the business arena. Some writers suggest that the social networks that facilitated elite circulation may be self-regulating (Stark, 1996), others imply that they may be harmful (Johnson, 2001) and some others suggest that it is public policy that moderates the effects of social networks (McDermott, 2002). Our study observes IPFs from 1989 until 1994, but after 1994 state-owned commercial banks and private entrepreneurs in the Czech Republic exploited the favourable political opportunity structure to reduce shareholder rights by reconstituting IPFs as unit trusts, and later as holding companies. These legal transformations checkmated the goal of creating investor capitalism because it meant that IPFs could not be traded on the stock exchange. Future research needs to show how the political opportunity structure and the sequence of public policies create path-contigent outcomes in the design of market institutions (Johnson, 2001; Kogut and Spicer, 2002). 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