Comparative Corporate Governance in Closely Held Corporations

2016 ◽  
Author(s):  
Holger Fleischer
Keyword(s):  
Corporate Governance ◽  
Broad Spectrum ◽  
Company Law ◽  
Minority Shareholders ◽  
Internal Governance ◽  
Governance Framework ◽  
Ex Post ◽  
Comparative Corporate Governance

This chapter examines issues relating to corporate governance in closely held corporations. It begins by describing the typical characteristics of closely held corporations, with particular emphasis on shareholder involvement in management, number of shareholders, share transfers, market for shares, and the broad spectrum of shareholders and applications. It then considers common governance issues and conflicts in closely held corporations and proceeds with a discussion of the governance framework for such corporations consisting of company law, model articles, articles of association, shareholder agreements, and corporate governance guidelines. It also explores the internal governance and management of closely held corporations, the governance of share transfer restrictions, and provisions for shareholder withdrawal and expulsion. The chapter concludes with an analysis of shareholder conflicts, especially oppression by majority shareholders and ex-post opportunism by minority shareholders, and how they are governed in closely held corporations.

Public Enforcement

2015 ◽  
Author(s):  
Amanda M. Rose
Keyword(s):  
Corporate Governance ◽  
Broad Spectrum ◽  
Company Law ◽  
Minority Shareholders ◽  
Public Enforcement ◽  
Internal Governance ◽  
Governance Framework ◽  
Ex Post

This chapter examines issues relating to corporate governance in closely held corporations. It begins by describing the typical characteristics of closely held corporations, with particular emphasis on shareholder involvement in management, number of shareholders, share transfers, market for shares, and the broad spectrum of shareholders and applications. It then considers common governance issues and conflicts in closely held corporations and proceeds with a discussion of the governance framework for such corporations consisting of company law, model articles, articles of association, shareholder agreements, and corporate governance guidelines. It also explores the internal governance and management of closely held corporations, the governance of share transfer restrictions, and provisions for shareholder withdrawal and expulsion. The chapter concludes with an analysis of shareholder conflicts, especially oppression by majority shareholders and ex-post opportunism by minority shareholders, and how they are governed in closely held corporations.

Review of Saudi Arabia company law reforms and its implications on corporate governance framework- an evidence from emerging market

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Lubna Javed Rizvi ◽  
Zahid Hussain
Keyword(s):  
Corporate Governance ◽  
Saudi Arabia ◽  
Financial Management ◽  
Good Governance ◽  
Emerging Market ◽  
Relevant Literature ◽  
Company Law ◽  
Content Type ◽  
Governance Framework ◽  
Vision 2030

Purpose This paper aims to review the literature of CG regime in Saudi Arabia, an emerging market for several compelling reasons. Most of the earlier literature on corporate governance subjects mainly aimed at large emerging economies. To date, there is a lack of studies examining the following: authorities and obligations, subcommittees and the regulatory system in Saudi Arabia. Therefore, this paper is an attempt to bridge this gap by reviewing the current laws, regulation, trends and key reforms in corporate governance framework in the country as the current amended laws focused to offer more competence and precision to the regulatory setting in line with the development of the Saudi Arabian stock market and the influx of foreign reserves. Design/methodology/approach The current paper has espoused a content analysis approach in which relevant literature was deliberated and studied. Findings The amended CG rules include some developments into corporate governance and substitutes the earlier version of the long overdue regulation of 1965. The new 2017 implemented Code will reinforce the implication of good governance as a condition model for accomplishing good financial management in the country. This study has provided an overview of the evolution and development of corporate governance in Saudi Arabia by highlighting the key reforms. Research limitations/implications This study has implications for the policymakers and institutional bodies to review the current developments and progress in the country’s overall corporate governance framework in an attempt to attract more foreign direct investment. Saudi Arabia is among the nations that have a potential for huge foreign investments due to its plan of expanding its economy “Vision 2030.” Therefore, this paper will aid foreign investors in deciding to invest in the country after reviewing the current developments in an attempt to implement vision 2030. Originality/value This study contributes to existing literature by examining the current trends in CG, with the discussion on the development of company law in Saudi Arabia which emphasizes on sections that borders on corporate governance.

Independent Directors: Decision-Makers in the us, Powerless Advisers in China

2016 ◽  
Vol 3 (1) ◽  
pp. 70-111
Author(s):  
Wenjia Yan
Keyword(s):  
Corporate Governance ◽  
Company Law ◽  
Decision Makers ◽  
Independent Directors ◽  
Minority Shareholders ◽  
Governance System ◽  
Governance Model ◽  
Corporate Governance System ◽  
Independent Decision ◽  
Corporate Governance Model

As a global popular corporate governance system developed in the us, independent directors were officially adopted by China through ‘Guiding Opinions on the Establishment of Systems of Independent Directors by Listed Companies’ (hereinafter Independent Directors Opinion) in 2001 and through Article 123 of Company Law when it was amended in 2005. The emphasis on minority shareholders’ protection by adopting independent directors in China can be attributed to the global influence of the American corporate governance model, which depends on disinterested directors as independent decision-makers. However, with more than 10 years having passed, independent directors serve as powerless advisers rather than decision-makers in China. Accordingly, this paper aims to ascertain some profound reasons for powerless advisers in China and provide recommendations to address this problem by comparing the role of independent directors in China and the us.

scholarly journals New Hope for Corporate Governance in China?

2007 ◽  
Vol 191 ◽  
pp. 590-612 ◽  
Author(s):  
James V. Feinerman
Keyword(s):  
Corporate Governance ◽  
Financial Markets ◽  
Capital Markets ◽  
Regulatory Framework ◽  
Company Law ◽  
Financial Disclosure ◽  
Independent Directors ◽  
Minority Shareholders ◽  
Securities Law ◽  
Chinese Law

AbstractChina's recent revisions to its Company Law and Securities Law have brought new attention to issues of corporate governance in Chinese companies and financial markets. Among the chief criticisms of the earlier laws – in both their provisions and application – were the lack of protection for minority shareholders, the paucity of independent directors, the absence of transparency and inadequate financial disclosure. The acknowledged need for greater congruence between Chinese law and practice and that of countries with more developed capital markets led to the proposal of amendments to China's legislation during the first half of this decade. This article highlights several improvements resulting from the revisions as well as remaining weaknesses in the regulatory framework for corporate enterprises in China.

scholarly journals European Company Law Experts' Response to the European Commission’s Green Paper 'The EU Corporate Governance Framework'

2011 ◽  
Author(s):  
Paul L. Davies ◽  
Klaus J. Hopt ◽  
Guido A. Ferrarini ◽  
Alain Pietrancosta ◽  
Rolf Skog R. Skog ◽  
...  
Keyword(s):  
Corporate Governance ◽  
Company Law ◽  
Green Paper ◽  
Governance Framework ◽  
European Company ◽  
European Company Law ◽  
The Eu

Board Effectiveness: An Evaluation based on Corporate Governance Score

Think India ◽  
2015 ◽  
Vol 18 (1) ◽  
pp. 16-23
Author(s):  
Hitesh Shukla ◽  
Nailesh Limbasiya
Keyword(s):  
Corporate Governance ◽  
Good Governance ◽  
Sustainable Growth ◽  
Governance Mechanism ◽  
Minority Shareholders ◽  
Effective Governance ◽  
Performance Orientation ◽  
Corporate Governance Mechanism ◽  
And Performance ◽  
Ethical Governance

Growth, progress, and prosperity of any country depend highly on the corporate governance mechanism of that country. Good governance of a country helps it to sustainable growth and consistency in progress. The good governance should contribute towards the improvement in transparency, ethics, morality, and disclosure. The principles of good governance stand on honesty, trust, integrity, openness, and performance orientation. Our honorable Prime Minister Narendra bhai Modi had given the three E for good governance during his speech on Independence Day i.e. Effective Governance, Electronic Governance, and Ethical Governance. The fundamental concern of corporate governance mechanism is to ensure the protection of minority shareholders/owners of specific firms. Mechanism of a corporate governance specifies the relations among the shareholders, board of directors, and managers. The present paper is an attempt to evaluate the effectiveness of the board by calculating the corporate governance score. The mandatory and non-mandatory guidelines have been considered while assigning points to specific parameters of the corporate governance.

Company Law

2018 ◽  
Author(s):  
Simon Butt ◽  
Tim Lindsey
Keyword(s):  
Corporate Governance ◽  
Corporate Social Responsibility ◽  
Mergers And Acquisitions ◽  
Foreign Investment ◽  
Corporate Crime ◽  
Codes Of Conduct ◽  
Company Law ◽  
Reporting Requirements ◽  
Governance Regime ◽  
Corporate Social

This chapter deals with the law regulating business vehicles in Indonesia. The principal focus of the chapter is companies (including publicly listed companies, foreign investment, and shari’a companies) but it also covers partnerships, cooperatives, and state-owned enterprises, as well as the different regulations that apply to each. It explains the rules governing shares and capital, and directors and commissioners, as well shareholders’ rights, including in relation to general meetings. The rules for mergers and acquisitions are covered, as are corporate audit and reporting requirements. The chapter then summarizes the corporate governance regime applied in Indonesia through a mix of legislative provisions, codes of conduct, and other rules, including corporate social responsibility obligations. It also explains Indonesia’s corporate crime regime.

scholarly journals ASPEK-ASPEK PENTING UNTUK DIPAHAMI OLEH PARA AHLI/PRAKTISI HUKUM TERHADAP PENYUSUNAN LAPORAN KEUANGAN PADA SUATU PERSEROAN TERBATAS (SUATU PENDEKATAN GOOD CORPORATE GOVERNANCE)

2008 ◽  
Vol 38 (1) ◽  
pp. 1
Author(s):  
Ari Wahyudi Hertanto
Keyword(s):  
Corporate Governance ◽  
Company Law ◽  
Financial Report ◽  
Good Corporate Governance ◽  
Relevant Factors

AbstrakThe company financial report in Indonesia does comply to Company Lawthat recent is Law number 40 year 2007 that applied to either private orpublic company as had governed at article 56 previous company law. Roleand function of lawyer in this subject is to assure that the financial structurereported has reliability and accountability under legal concerns. This articleis focused not only on company law aspect but also submits deeper thoughtsby more relevant factors. It 's embarked on knowledge of standard professionthat giving supports behind the financial report creation. Many affiliatedprofessions those also have different concern but here they are ought toperform mutualism symbiosis under thought that they are have dependencyand relevancy each other

Minority shareholders and corporate governance

2009 ◽  
Vol 51 (4) ◽  
pp. 206-219 ◽  
Author(s):  
James Kirkbride ◽  
Steve Letza ◽  
Clive Smallman
Keyword(s):  
Corporate Governance ◽  
Minority Shareholders
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