From Total War to Cold War: International Business and

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From Total War to Cold War: International Business and
Organisational Innovation
Neil Forbes (Coventry University, UK)
Takafumi Kurosawa (Kyoto University, Japan)
Ben Wubs (Erasmus University Rotterdam, Netherlands)
World War I was a turning point in the development of the global economy: international
trade declined dramatically and national states began to intervene directly in the economy.
Non-domestic firm were seen (and defined) more and more as foreign. National economics
and gross domestic product became key words for economists and policy-makers during the
interwar period. Simultaneously, trade protectionism, served to stimulate multinational
manufacturing as well, because companies opened factories in protected, and sometimes
even autarkic, markets. However, after the World War II the role of the state did not
diminish. In the Soviet Union and its satellites the state was everywhere, but also in the
West state intervention was comprehensive. The state was involved in the economy
through, for example, consumption of products (e.g. military material), regulation, research
and education, guardianship of property, finance and currency control, and taxation
(Scranton and Fridenson, 2013). Multinational enterprises (MNEs) adapted to domestic
policies in this period.
This paper comments on how macroeconomic and political environments shape the
form and content of international business by focussing on the question of organizational
innovation. In this respect, the immediate intention is to discuss how a new conceptual and
methodological framework might be developed in order to inform an in-depth study. The
analysis is based on the underlying premise that the coming of the two World Wars, the
devastating and long-term consequences of such Total Wars, and the ideological challenge
of the Cold War acted as a pivot points in shaping the nature and character of the
contemporary firm – or, more particularly, multinational firms. Given the tendency of
European companies to adapt to local markets and to take on a more decentralized
structure than their American counterparts (Jones 1995; 2005), it is surprising that the
impact of the world wars on the European corporate structure has not received more
attention (Kobrak, 2002a).
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The framework of analysis that is proposed takes a broad approach in both temporal
and geographical terms: it embraces the period from the late nineteenth to the late
twentieth century and it is global in scope. Only by tracing the various turns in global history
– from the high tide of imperialism in the late nineteenth century to post-colonial
nationalism in the second-half of the twentieth century – is it possible to mark continuity
and discontinuity in the course of this development. This is important because much of the
existing literature on the subject of political risk and MNEs has typically been focused on the
Third Reich or Fascism (Forbes 2000, 2004; Berghahn 2004; Segreto 2004; Cabreara & del
Rey) and Second World War (ICE 2001; Straumann& Wildmann 2001; James & Tanner 2002;
Kobrak & Hansen 2004; Nicosia & Huener 2004; Lund 2006) and, to a lesser extent, World
War One (Rossfeld & Straumann 2008). However, the issue , although evident also before
1914, was of significance during much of the interwar years, and after 1945. The analysis
should be concerned not just with Germany and occupied Europe but also with smaller
neutral states, the western hemisphere (US, Canada and Latin America) (Peyer 1996) and
many parts of Africa and Asia (Wüstenhagen 2004; Kikkawa 2013; Donzé and Kurosawa).
From a transnational and international perspective the purpose of the study is to
enquire into the extent these organizational changes had elements of duration and
continuity and how far strategic responses can be explained by sector or product specificity,
by different national or supra-national circumstances and institutional structures as well as
by the geographical spread of interests of respective firms. The focus of the current study is
on the question of how MNEs organize themselves in relation to political risk (Casson &
Lopez 2013; Ring, Lenway, & Govekar 1990), and especially the extreme political risk
presented by war (Kobrak, Hansen & Kopper 2004). This includes, for example, consideration
of the following: the design of cloaking measures as a general practice among European
MNEs; the impact of taxation on organisational structures and global strategies (not merely
as an external factor, but as an integral element that helps to explain the competitiveness,
domiciliary location and nationality of MNEs); the impact of corporate law on organisational
structures and global strategies (the implications beyond the point of view of conventional
corporate governance).
The interpretative model
The contention in this paper is that the significance of both the direct consequences of the
total wars of the twentieth century, and the threat of annihilation in the Cold War, have
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been largely overlooked as the key factor in explaining the shape of MNEs. During wartime,
human capital, tangible and intangible assets , capital and financial assets are all likely to be
damaged or depleted; the normal manufacture, flow and sale of many goods is diverted to
the meet the needs of fighting the war, and services, networks and information flows are all
disrupted.
The relationship between the firms and nation states changed fundamentally during
wartime. The coming of total war dictated the creation of war economies. Government
intervention in controlling the economy resulted in the removal of a high degree of room for
manoeuvre that firms experienced during peacetime. State intervention took various forms
– the levying of new taxes or greatly raised levels of taxation, the expropriation or freezing
of foreign-owned assets, the imposition of exchange controls, export sanctions and
blockades.
Not only did war have a direct and immediate effect on the environment in which
firms attempted to carry out business, there were also profound and long-lasting direct and
indirect consequences for MNEs of twentieth century conflicts. Changes in the world order
included a reconfiguration of territories and market conditions, created new political and
economic systems, and changed the structure of industries and the nature of
competitiveness.
The modern multinational enterprise faced two world wars, nationalism, and the
division of global markets in the first half of the 20th century. MNEs were forced to address
these challenges organizationally and strategically. With enterprises in the defeated states in
Europe hesitant about foreign direct investment after the sequestration of their assets
abroad during World War I, international cartels were favored as a means to direct
investment in the interwar period (Schröter 1988). A variety of unique, ownership controlstructures (original devised for tax purposes and the effective distribution of dividends to
shareholders), became a strategic defense mechanism against confiscation of assets in
Germany and the occupied countries as well as in the Allied countries during the Second
World War, with long-lasting organizational consequences. Companies shifted part of their
global business from the European continent to the western hemisphere as a result of their
organizational adaptations and introduced innovative and complex legal systems to mitigate
the risk of state control. From the interwar years onwards, MNEs were challenged by
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punitive levels of double-taxation, threats of nationalisation from the political left and
economic nationalism from the extreme right, and expropriation in former colonies. In other
respects, pre-war distinctions between government and business were elided: international
consortia pursued transnational interests, with political actors promoting the interests of
business, whilst those representing business sought to reflect national or supra-national
interests. Cold War security concerns also shaped the corporate form, ownership and
governance structure of MNEs.
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The interpretative model advanced here, therefore, suggests that through history
the organizational structure of MNEs – their ownership, control and inter-firm network – has
been determined as much by non-market forces as by questions of scale and scope,
transaction costs or managerial needs to allocate resources in response to market
competition. A MNE is, of course, an economic actor, but one that operates as a
transnational business under political conditions and within several different national legal
frameworks. As such, it conducts business in a states-system comprising a multiplicity of
sovereign entities and discrete jurisdictions. As a result, a dynamic of non-market forces is
generated which creates opportunities and threats for MNEs and challenges for any one
sovereign state. Tensions and conflicts are evident in various channels of interaction,
especially in legal and policy arenas - the regulatory environment, accounting practice,
corporate law, anti-trust law and, above all, taxation law.
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Design of Organizational Structure
Capability to cope with variety of political risks, namely expropriation, asset freezing,
exchange control, economic blockade, boycotting, and other, discriminatory action,
including persecution of individuals (managers, employees, shareholder and other
stakeholders) became a crucial element in the survival and competitiveness of firms (James
and Tanner 2002; Kobrak 2002a, 2002b; Kobrak and Hansen 2004; Lund 2006; Kikkawa
2012). Coping with these risks required companies to take conscious and calculated countermeasures in designing how businesses were structured and organised. Two, inter-related
considerations had to be taken into account: the geographical allocation of the business – its
shareholders, assets and markets – and an organisational structure which, as far as possible,
best served the geographical allocation.
These two dimensions of strategy and structure were discussed by Chandler
(Chandler, 1962, 1967 ,1990). However, the issue is broader than this because the nature
and composition of a firm’s shareholders and also the location of where it is registered
should also be analysed. Three levels of structural change are observable in the historical
development of MNEs: first, a change of geographical distribution of business such as a
withdrawal from or avoidance of a market, or diversification (Casson & da Silva Lopez 2013);
secondly, reorganisation of the corporate structure in real terms resulting in evident change;
thirdly, reorganisation in nominal terms only that was not intended to bring about
fundamental change in the direction of the business. Whilst the first and second categories
have been discussed in the existing literature in terms of economic rationality and strategic
management, the third development has received scant attention in business history
literature, even though nominal change may itself have an impact on the other categories of
change, and the changes interact with each other.
The concept of change in company structure that is no more than nominal has been
viewed as a particular phenomenon to have emerged as political risk avoidance-strategy in
the context of war and dictatorship. In the case of where the intention was to disguise
ownership, the changes undertaken are described as ‘cloaking’ activities – a practice
recognised as such by contemporaries.
The first group of studies on cloaking – narrowly defined - focussed on German firms
and those in neutral countries operating under conditions of war and dictatorship (LeBor
1997; Uhlig et al. 2001, König 2001). Actions to disguise either nationality (in terms of
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management, shareholders, employees and customers), or location (in terms of head
quarters, registration, assets, and markets), or both nationality and location were analysed.
These studies took a critical view of such actions; the companies concerned were viewed
though a lens of collaboration with the Nazi regime and were condemned on grounds of
their ethical behaviour.
A second group of more recent studies has revised this picture by emphasising that
collaboration and accommodation in the Third Reich was often economically rational
behaviour on the part of firms experiencing tension in their political relations with the Nazi
regime (Wilkins 2004a 2004b; Kobrak & Wüstenhagen 2006). In this context, cloaking is
seen as a rational, management strategy to cope with not only host country risk, but also
home country risk. Studies of Jewish-owned firms (Jones & Lubinski 2012), firms in neutral
countries (Ruch, Rais-Liechti & Peter 2001; Lüpold 2003; Kurosawa 2010, 2011, 2015; Donzé
& Kurosawa 2013), those domiciled in enemy states or occupied nations (Lund 2006; Wubs
2008) have supported this revised interpretation.
Collectively, the relevant historiography has helped to clarify a number of issues.
First, there was a diversity of forms and functions of cloaking (Aalders & Wiebes 1996);
secondly,
a
variety
of
companies
facing
similar
challenges
adopted
similar
structures(Kurosawa 2010; Kurosawa and Wubs 2012); thirdly, in many cases, the cloaking
structures devised had no clear intention to disguise actions (König 2001; Kobrak &
Wüstenhagen 2006). Taking a narrow definition, cloaking structures and reorganisation of
business to cope with the ‘everyday’ challenges of normal trading activity have much in
common. This suggests that the study of changes in organisational structures of business
during wartime should be more firmly rooted in an understanding of the general
requirements of strategic management.
Another implication of this approach is that the study of organisational design
involving questions of nationality (Jones 2006) , the location of business and cloaking, should
be placed in a wider context. This might include inter-company networks and business
groups, international cartels (Schröter 1988), joint ventures or alliance strategies (Kikkawa
2013). The first wave of holding companies in Europe were set up from the 1880s to finance
public utility business such as electrification (Paquier, 2001; Hausman, Hertner and Wilkins
2008). They were founded in Belgium and Switzerland especially because these countries
were considered neutral in the aftermath of the conflict and continuing tension between
Germany and France.
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It is possible to argue that the nominal reorganisation of structure to cope with
political risk had very little impact on competitiveness. However, by way of contrast to such
arguments, Hoffman La Roche and Nestlé both established parallel holding-company
structures with two head quarters, to address the division of global markets into two camps
– the Allied and Axis powers – causing thereby a crisis of control (Ruch, Rais-Liechti & Peter
2001; Lüpold 2003; Kurosawa 2015). In the case of Unilever, the business after the war
retained a decentralised structure which had a significant impact on competitiveness in
global markets (Wubs 2008). Similarly, a wide range of firms from Germany, other Axis
powers, from neutral and Allied countries all exemplify a long-lasting impact on
competitiveness that stretched into the second-half of century. This is yet more reason to
examine in greater detail the organisational design of MNEs.
Taxation and MNEs
The impact of taxation is frequently mentioned in the research on cloaking (König 2001;
Uhlig et al. 2001; Kobrak & Wüstenhagen 2006). More than a few cloaking schemes, which
were mobilized to cope with political risks, were originally introduced to avoid or reduced
taxation. The decisive watershed in the relationship between taxation and MNEs was the
coming of the First World War. Until then, tariffs (custom duties) was the only one taxationrelated element which had a significant impact on MNEs. The war changed that by entailing
almost world-wide increases in tax rates. Suddenly, capability to manage tax became an
essential element of competitiveness.
In addition to the level of tax rates, international “double-taxation” became a
serious problem after 1918 (Picciotto 1992). Many firms transformed their foreign affiliates
and branches into subsidiaries, with their own corporate status, to cope with the war and
nationalism in the interwar period. It brought about the problem of double taxation: the
profits of a subsidiary firm were taxed in the host nation and then, in the home country, the
parent company was taxed on the dividends which were transferred by the subsidiary. As a
result, it was not uncommon for firms to change the ownership structure of their group and
review the legal status of their business. Both before and after the First World War, a few
countries, for example the Netherlands, Switzerland and Liechtenstein adopted favorable tax
laws to host holding company of multinationals and emerged as important bases for
constructing schemes to minimize taxation and to address the issue of political risk in
general.
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The introduction of tight exchange-controls, and the rise of international political
tension during the 1930s, made the design of the financial structure of a group even more
important (Kobrak 2002b; Kobrak, Hansen and Kopper 2004). A large number of MNEs
changed the geographical allocation of their resources and reorganized the ownership
structure of their business, in response to the increasing burden of taxation and constraints
on profit transfer (Izawa 2015). A variety of actors, such as bankers, lawyers, accountants
and even government officials were involved in this trend (Kurosawa 2010), giving shape to a
new kind of ‘global infrastructure’ for business. Most of these constructions and institutional
settings remained even after the Second World War, and had a long-lasting impact on
international business (Kurasawa and Wubs 2012).
The relationship between taxation and MNEs has been discussed in both business
and academic circles. In particular, the subject of international taxation has been studied by
international business scholars and legal scholars (Eden 2009; Vogel 1991). However, in the
field of business history, taxation has been treated as a marginal issue. The first steps to
change this situation were taken by Mira Wilkins and her co-authors (Wilkins, Miller and
Stockwell 1988). They argued that international taxation had some impact on the shift of
British international business from a free-standing company structure to that of a MNE with
multidivisional structure. Since then, little research has been undertaken from this
perspective, although recently some studies have helped to advance understanding of the
question (Mollan & Tennent 2015; Izawa 2015).
Just like political risk, tax has been regarded merely as an ‘external’ element; rarely has it
been discussed in the framework of the strategy and structure of firms. However, as
mentioned above, the capability and actual measure taken to address problems posed by
taxation had close links with the ones to cope with political risks. This suggest that
systematic and integrated research on the subject is needed.
Corporate Law and other legal framework
As taxes on companies are levied within the legal frameworks of individual, sovereign states,
the premise underlying the actions undertaken by firms to cope with the political risks
associated with taxation was that it was possible to distinguish between those jurisdictions
which offered favourable conditions and those that did not. Both corporate law and antitrust law had a close relationship with political risk and taxation, and had an impact on
corporate organization and its governance. A focal pint of the research is the holding
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company. Holding-company structure played a pivotal role in the efforts to deal with
political risks (cloaking and organizational set-ups with or without intention to disguise),
international taxation, and exchange control (Kobrak & Wüstenhagen 2006, Uhlig et al
2001). The holding-company form was used for international M&A, to adjust diverse
interests among shareholders (for example, the equalization agreement by Unilever), who
were represented by different nationalities and in different markets (Wubs 2008). As
mentioned above, in European nations the form was intensively used for the first time in
1880s, to facilitate the development of highly international business in the infrastructure
and utility sector (Paquier 2001; Hausman, Hertner & Wilkins (2008).
In the United States, the federal system and competition among states over the
drawing up of corporate legislation, and the diversity of flexible, legal framework that
resulted, facilitated the emergence of big business (Lamoreaux 2004). In addition, the legal
framework for competition policy had a significant impact on the international position of
MNEs involving American interests (e.g. “migration” of BAT (Jones 2006) and division of
Alcoa-Alcan). Beginning in the late 1930s, US legislators – motivated by the twin goals of
implementing ant-trust law policy and uncovering enemy assets - conducted extremely
intensive investigations into the organizational structure of European MNEs.
In Europe, some countries introduced flexibly corporate law to attract foreign
holding-companies, by departing from the traditions of civil law. In a few countries,
intensive debates on corporate governance appeared, reflecting the rise of nationalism and
a fear of the growth of foreign influence (Lüpold 2010). From the 1920s through to the
1940s, as discussed in relation with cloaking, neutral countries such as Switzerland, the
Netherlands and Portugal were used as convenient locations to set up holding companies to
own and control foreign assets (Wubs and Kurosawa 2012; da Silva 2014). The international
infrastructure for these kinds of schemes had an even wider geographical reach. From the
1930s, and especially from the end of that decade, Latin America and South Africa became
common places to host holding companies that had emigrated from Europe. In the course of
that development Panama, for example, adopted a flexible corporate law (von
Deschwanden, 1961; Jerjen 2009).
In the academic tradition of business history, holding companies have often been
positioned as “loose” types of control of business. They have also been associated with the
issue of family ownership. Studies on corporate governance and M&A have also discussed
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the function of holding companies from various perspectives. However, there is considerable
potential for research on the legal form of companies from a perspective that combines
political risk, taxation and competition policy. The aim of such research should be to study
the interaction between strategic legislation of competing, sovereign states on the one
hand, and decisions taken by MNEs on the other hand. More research, however, is needed
into the rationale and historical role of holding companies, and how they were used to
manage a firm as capital entity.
Geopolitical and Economic Geographic Perspective
Taking MNEs as the unit of analysis, and studying them through the long lens of the
twentieth century, opens up the possibility of a more nuanced understanding in the evolving
relationship between big firms and the development of the modern state and international
order. In taking this approach, a range of disciplines may benefit from the insights business
history is able to offer. In the fields of economics and management studies, for example, the
nation state and national economies are frequently taken as standardized units of analysis
with homogeneous features. In reality, of course, the historical record reveals that the world
has been characterized by a much greater degree of heterogeneity: there is considerable
diversity in the size of states and in the resources they are able to command; political
governance may be exercised in a federal system where authority is devolved or, in a
centralized state, control may be retained by national institutions. Similar diversity is
observable in the role states play on the world stage. The role of smaller states like the
Netherlands, Switzerland and Hong Kong is remarkable in this respect in the Twentieth
Century. Why were these states often successful host and home countries of large MNEs?
The superstructure of the world’s geo-political and economic geography is
asymmetrical, with financial and trading centres of varying importance and peripheral
regions of less significance. At various times, economic blocs have emerged with countries
bound together on the basis of sharing common tariffs and duties. Contrary to the
Chandlerian view, national economies are not independent of each other but interact to
varying degrees in this international arena; the exchange rate of a national currency, for
example, may be fixed or tied in some way or free-floating; the power a state is able to
project externally may be reflected in the relative position it occupies in the hierarchy of
international organisations or membership of supranational bodies. Thus, although a
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considerable number of comparative studies have been produced, relatively little work on
relational studies has been undertaken. The purpose here, therefore, is to fill this
epistemological gap by paying attention to the heterogeneous nature of the modern nation
state and national economy, to large scale or regional geo-political structures and to the
issue of hierarchy in the world economy. Such factors need to be analysed not only by
means of a comparative perspective, but also with a view to focussing on the relationship
between diverse units of analysis.
Conclusion
The modern MNE, first established in the midst of the so-called first globalization wave in
the 19th century, faced two world wars, nationalism, and the division of global markets in
the first half of the 20th century. Consequently, MNEs were forced to address these
challenges organizationally and strategically. Certain, key responses of European
multinationals to the threats of war, war itself, and other, specific political risks in the
twentieth century can be detected. New organizational structures of these MNEs, which had
global scope, were strategic responses to the threating political conditions, with long-lasting
organizational consequences. The proposed research model in this paper embraces the long
twentieth century and is global in its scope. It focuses on taxation, corporate law and other
legal frameworks, and political geography, and the consequences of MNEs’ changing
organizational structures and strategies.
War accelerated moves on the part of governments to levy ever higher corporate
taxes and exposed MNEs to the problem of punitive levels of double-taxation. Many firms
shifted part of their global business from the European continent to the western hemisphere
as a result of their organizational adaptations. Moreover, as (former) colonies also often
played a key role in these new structures, there was a genuinely global impact. These shifts
of business focus by major European firms often had massive consequences for the post-war
structure of the world economy. Most European companies introduced innovative and
complex legal systems to mitigate the risk of governmental control, including, in extreme
cases, seizure or sequestration of their assets as a result of Trading with the Enemy
legislation or nationalization in Eastern Europe and former colonies. Cold War security
concerns seemed to continue to determine the corporate form, ownership and governance
structure of MNEs.
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The research model presented in this paper suggests that historically the
organizational structure of MNEs has been determined as much by non-market forces as by
questions of economies of scale and scope, transaction costs, market competition or market
transparency. MNEs are economic actors, but they operate by definition within several
different polities and national legal frameworks and have to adapt to local political and legal
conditions. These non-market forces created opportunities, challenges and threats for
MNEs, and formed political risks which had to be addressed. The regulatory environment in
different polities, accounting practices, corporate laws, anti-trust laws and, above all,
taxation laws forced MNEs to respond organizationally and strategically, which can explain
organizational and legal innovations, and geographical shifts of international business in the
long twentieth century.
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