Majority and Minority Shareholders

2020 ◽  
pp. 119-174
Author(s):  
Paul Davies
Keyword(s):  
At Risk ◽  
High Risk ◽  
Small Group ◽  
Company Law ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
The Third ◽  
Wide Range ◽  
A Company

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

5. Majority and Minority Shareholders

2020 ◽  
pp. 119-174
Author(s):  
Paul Davies
Keyword(s):  
At Risk ◽  
High Risk ◽  
Small Group ◽  
Company Law ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
The Third ◽  
Wide Range ◽  
A Company

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.

scholarly journals Self-Dealing by Controlling Shareholders: Improving Minority Protection in Light of Article 9 c SRD

2018 ◽  
Vol 15 (2) ◽  
pp. 197-235
Author(s):  
Nick Hallemeesch
Keyword(s):  
Judicial Review ◽  
Company Law ◽  
Independent Directors ◽  
Shareholder Rights ◽  
Minority Shareholders ◽  
Minority Protection ◽  
Controlling Shareholders ◽  
Related Party Transactions ◽  
Article 9 ◽  
A Company

Controlling shareholders may cause a company to enter into transactions with themselves or one of their subsidiaries, thereby expropriating minority shareholders. General principles of company law, such as board autonomy, often do not adequately constrain controlling shareholders. Moreover, Belgian, French and Dutch courts apply deferential standards of review to related party transactions, while approval procedures in these jurisdictions are also flawed. A recent amendment to the Shareholder Rights Directive requires adequate protection of minority shareholders against self-dealing. Member States may subject related party transactions to a majority-of-minority vote, the approval of independent directors or judicial review. This paper discusses the efficiency of each of these mechanisms.

scholarly journals Investor Protection and Agency Theory in Corporate Governance in Pakistan

2021 ◽  
Vol 3 (1) ◽  
pp. 12-21
Author(s):  
Imtiaz Ahmed Khan ◽  
Altaf Hussain Abro ◽  
Farooque Ahmed Leghari
Keyword(s):  
Corporate Governance ◽  
Agency Theory ◽  
Agency Cost ◽  
Corporate Structure ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
Global Trend ◽  
The Cost ◽  
Very High

The paper discusses the minority shareholders’ protection under the quantumof agency cost in corporate governance in Pakistan. The agency theory statesthat in most of the cases, the controlling shareholders and the topmanagement are normally involved in expropriating the funds of the company.This phenomenon increases the agency cost. The agency cost is directlyproportional to the cost of functioning of the company. In other words, theagency cost is inversely proportional to the profit of the company. Accordingto the agency theory, if the agency cost is decreased, the profit for investorincreases. The Pakistani corporate sector is dominated by the businessfamilies, the state and an opportunity to get the private benefits at the cost ofother stakeholders. There are the different mechanisms as discussed andapplied around the world to minimize the agency cost so as to make companyfinancially strong and better profit for the investors. In Pakistan, the agencycost is very high. Hence, there is a need to revamp the corporate governancemechanism to reduce the agency cost in order to provide a better protection tominority shareholders in a particular in the context of the global trend keepingin the view of the nature of corporate structure in Pakistan.

Efficient and Inefficient Sales of Corporate Control: The Case of Going Private

2018 ◽  
Vol 15 (1) ◽  
Author(s):  
Moran Ofir
Keyword(s):  
Equal Opportunity ◽  
Corporate Control ◽  
Quarterly Journal ◽  
Equal Rights ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholder ◽  
Legal Rules ◽  
Going Private ◽  
A Company

Abstract I analyze the legal rules governing the sale-of-corporate-control in the case of going private transactions and examine whether a controlling shareholder must share the premium associated with sale-of-control. I rely on the framework developed in (Bebchuk, L.A. 1994. “Efficient and Inefficient Sales of Corporate Control,” 109 Quarterly Journal of Economics 957–993) regarding these transactions under the adjusted market rule (AMR) enabling different rights for the controlling and minority shareholders, and under the adjusted equal opportunity rule (AEOR) providing equal rights to the minorities and controller. My main findings are that both rules prevent inefficient transfers, since under both the new controller fully internalizes the externality imposed by extracting private benefits of control. However, the AMR is superior in facilitating efficient transfers. This is because the AEOR can prevent efficient transfers, due to the higher price demanded from the buyer in order to compensate both controller and minorities. In consequence, overall, the AMR dominates the AEOR for transactions in which a company is taken private.

18. Company Law III Company Meetings, Shareholder Protection, and Liquidation of Companies

2017 ◽  
Author(s):  
Lucy Jones
Keyword(s):  
Company Law ◽  
Minority Shareholders ◽  
Market Abuse ◽  
Shareholder Protection ◽  
Different Types ◽  
Insider Dealing ◽  
The Difference ◽  
A Company

This chapter discusses the different types of company meetings and how meetings are convened and managed. It examines the different types of resolutions that may be made by shareholders both at meetings and outside meetings, and the rights of shareholders to propose their own resolutions. It explains the difference between voting by a show of hands and voting by poll. It considers the protection given by law to minority shareholders. It discusses the meaning of insider dealing and market abuse and the penalties they attract. The chapter concludes with a discussion of methods by which a company can be wound up and the meaning of wrongful and fraudulent trading.

Redefining the Freedom of Establishment under EU Law as the Freedom to Choose the Applicable Company Law: A Discussion after the Judgment of the Court of Justice (Grand Chamber) of 25 October 2017 in Case C-106/16, Polbud

2018 ◽  
Vol 15 (2) ◽  
pp. 270-307 ◽  
Author(s):  
Ariel Mucha ◽  
Krzysztof Oplustil
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Eu Law ◽  
Minority Shareholders ◽  
Freedom Of Establishment ◽  
Legal Form ◽  
Court Of Justice ◽  
Registered Office ◽  
Grand Chamber ◽  
A Company

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to Luxembourg and to change its legal form. In general, the questions refer to two pertinent issues: first, if the national law providing for mandatory company’s liquidation in case of transferring the company’s seat abroad complies with the EU law, and second, if the so-called isolated cross-border conversion is covered by the freedom of establishment. With little doubt, the first question was answered in the negative. As to the second issue, the Court holds that it is not mandatory in the light of EU law for the company wishing to transfer its registered office and convert itself into a company governed by the law of another MS to establish an economic presence in that MS. It is likely that the Court of Justice’s findings will open another Pandora’s box with many unknown results, mainly concerning minority shareholders’ and creditors’ protection as well as further (un)desired liberalisation of the internal market.

scholarly journals S21. CORRELATES AND TRANSITION RATE OF CHILDREN AND ADOLESCENTS WITH ATTENUATED PSYCHOTIC SYMPTOMS: FINDINGS FROM A LONGITUDINAL STUDY

2020 ◽  
Vol 46 (Supplement_1) ◽  
pp. S38-S38
Author(s):  
Silvia Molteni ◽  
Giulia Spada ◽  
Eleonora Filosi ◽  
Martina Maria Mensi ◽  
Elena Ballante ◽  
...  
Keyword(s):  
At Risk ◽  
High Risk ◽  
Children And Adolescents ◽  
Social Functioning ◽  
Transition Rate ◽  
Negative Symptoms ◽  
Clinical Severity ◽  
Psychotic Symptoms ◽  
Structured Interviews ◽  
Wide Range

Abstract Background The identification of people at high risk of developing psychosis is one of the most promising strategies to improve outcomes. However, in children and adolescents research on the high risk state and attenuated psychotic symptoms is still in its infancy and the clinical validity of at risk criteria appears understudied in this population (Tor et al. 2018). Thus, in this longitudinal cohort study, we aimed to: (1) characterize the clinical profile of APS adolescents, adolescents suffering from early onset psychosis (EOP) and adolescents with psychiatric disorders other than APS and EOP (non-APS) and (2) to calculate the cumulative transition rate to psychosis at follow-ups and investigate predictors of conversion to psychosis. Methods Help-seeking adolescents (aged 12–18 years) consecutively admitted to Child and Adolescent Neuropsychiatric inpatient and outpatient units of the IRCCS Mondino Foundation (Pavia, Italy) were recruited. The Comprehensive Assessment of At-Risk Mental State (CAARMS) was used in order to evaluate the presence of attenuated or full-blown psychotic symptoms. The final sample consisted of 31 EOP, 110 APS and 102 non-APS adolescents. At baseline patients underwent an extensive clinical and, in a subset, also neuropsychological assessment using standardized semi-structured interviews and instruments. All APS patients recruited until March 2019 were followed up for a median period of 33 months (range 4–81 months) and baseline measures were repeated (every 12 months). Transition to psychosis was defined according to the CAARMS criteria. Results At baseline, APS status was associated with poor socio-occupational functioning, especially social functioning (p<0.0001), as well as clinical severity (p<0.0001) as assessed by clinicians. APS adolescents reported a higher level of suicidality compared to non-APS (p=0.0003). The APS group displayed a higher number of comorbid disorders compared to the EOP and non-APS (p<0.0001) and was related to a wide range of disorders. APS and non-APS adolescents did not significantly differ in any of the neuropsychological test administered, although a worsening trend was observed between the two groups with lower scores in APS adolescents. The cumulative proportion of psychosis transition in the APS group was 13%, 17%, 24.2% and 26.8% at 1,2,3 and 4-year follow-ups, respectively. A high percentage of APS patients received at least one psychotropic medication (62.1%) during the follow-up period, especially antipsychotics (43.7%). Baseline lower global and social functioning (p=0.0092), higher clinical severity (p<0.0001), negative symptoms, lower Total IQ (p=0.02) and Processing Speed Index (p=0.03) were associated with transitioning to psychosis at follow-ups. Discussion Our findings support the validity and clinical relevance of the identification of APS in children and adolescents. Indeed, in our sample APS adolescents suffer from a variety of comorbidities and non-psychotic symptoms, present higher suicidality and are markedly impaired compared to non-psychotic adolescents not fulfilling APS criteria. Moreover, they show a cumulative transition risk to psychosis of 26.8% at 4 years that, although being lower than that found in adult samples, is still comparable to that of other conditions in preventive medicine.

scholarly journals Pneumococcal Immunization Strategies for High-Risk Pediatric Populations Worldwide: One Size Does Not Fit All

Vaccines ◽  
2021 ◽  
Vol 9 (12) ◽  
pp. 1390
Author(s):  
Theano Lagousi ◽  
Ioanna Papadatou ◽  
Petros Strempas ◽  
Elena Chatzikalil ◽  
Vana Spoulou
Keyword(s):  
At Risk ◽  
High Risk ◽  
Low Income ◽  
Pneumococcal Disease ◽  
Added Value ◽  
Low Income Countries ◽  
Populations At Risk ◽  
Wide Range ◽  
Pediatric Populations ◽  
High Risk Children

Despite the significant reduction in pneumococcal disease due to pneumococcal vaccines, protection of vulnerable high-risk individuals, especially pediatric populations, remains a great challenge. In an effort to maximize the protection of high-risk children against pneumococcal disease, a combined schedule that includes both conjugate and polysaccharide vaccines is recommended by several countries in the developed world. On the other hand, middle- and low-income countries do not have in place established policies for pneumococcal immunization of children at risk. Pneumococcal conjugate vaccines, despite their benefits, have several limitations, mainly associated with serotype replacement and the wide range of serotype coverage worldwide. In addition, PPV23-impaired immunogenicity and the hyporesponsiveness effect among populations at risk have been well-documented. Therefore, the added value of continuing to include PPV23 in vaccination schedules for high-risk individuals in the years to come remains to be determined by monitoring whether the replacing/remaining serotypes causing IPD are covered by PPV23 to determine whether its benefits outweigh its limitations. In this review, we aim to describe serotype distribution and vaccine efficacy data on pneumococcal disease in the pre- and post-PCV implementation era among high-risk children in both developed and developing countries, assessing the optimization of current recommendations for their vaccination against pneumococcal disease.

scholarly journals Brief Research Report: A Pilot Study of Cognitive Behavioral Regulation Therapy (CBT-REG) for Young People at High Risk of Early Transition to Bipolar Disorders

2021 ◽  
Vol 11 ◽  
Author(s):  
Jan Scott ◽  
Thomas D. Meyer
Keyword(s):  
At Risk ◽  
High Risk ◽  
Young People ◽  
Case Series ◽  
Bipolar Disorders ◽  
Therapeutic Interventions ◽  
First Episode ◽  
Research Report ◽  
Wide Range ◽  
High Benefit

Attempts to increase early identification of individuals in the early stages of bipolar disorders (i.e., individuals at high risk of bipolar disorders and/or experiencing a subthreshold syndrome with bipolar symptoms) have highlighted the need to develop high benefit-low risk interventions. We suggest that any new psychological therapy should (i) be acceptable to young people seeking help for the first time, (ii) be applicable to “at risk” conditions and sub-syndromal states and (iii) consider pluripotent factors that may be linked to illness progression not only for bipolar disorders specifically but also for other potential disease trajectories. However, evidence indicates that current interventions for youth with emerging mood disorders mainly represent approaches abbreviated from “disorder-specific” therapies used with older adults and are primarily offered to first episode cases of bipolar disorders who are also receiving psychotropic medication. This brief report discusses empirical findings used to construct core targets for therapeutic interventions that might reduce or delay transition to full-threshold bipolar disorders. We describe an intervention that includes strategies for problem-solving, reducing sleep-wake cycle disturbances, self-management of rumination and that addresses the needs of individuals with “sub-threshold” presentations who are probably at risk of developing a bipolar or other major mental disorders. Outcome data from a case series of 14 youth indicates that the intervention appears to demonstrate a relatively high benefit-to-risk ratio, promising levels of engagement with the therapy modules, and the therapy appears to be acceptable to a wide range of help-seeking youth with early expressions of bipolar psychopathology.

18. Company Law III

2019 ◽  
pp. 507-532
Author(s):  
Lucy Jones
Keyword(s):  
Company Law ◽  
Minority Shareholders ◽  
Market Abuse ◽  
Different Types ◽  
Insider Dealing ◽  
The Difference ◽  
A Company

This chapter discusses the different types of company meetings and how meetings are convened and managed. It examines the different types of resolutions that may be made by shareholders both at meetings and outside meetings, and the rights of shareholders to propose their own resolutions. It explains the difference between voting by a show of hands and voting by poll. It considers the protection given by law to minority shareholders. It discusses the meaning of insider dealing and market abuse and the penalties they attract. The chapter concludes with a discussion of methods by which a company can be wound up and the meaning of wrongful and fraudulent trading.

Sign in / Sign up

Export Citation Format

Share Document