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    Corporate Governance of Non-Listed Companies

    ISBN-10: 0199203407
    ISBN-13: 9780199203406
    Author(s): Joseph A. McCahery, Erik P. M. Vermeulen
    Description: Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers' recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are  More...
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    List Price: $165.00
    Publisher: Oxford University Press, Incorporated
    Binding: Hardcover
    Pages: 37356432
    Size: 6.25" wide x 9.25" long
    Weight: 1.386
    Language: English

    Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers' recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are closely held. This book provides a comprehensive account of closely held businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics. Closely held firms encompass a vast range, from corporations with the potential to go public through family-owned firms, group-owned firms, private equity and hedge funds, to joint ventures and unlisted mass-privatized corporations with a relatively high number of shareholders. The governance of closely held companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders. This volume examines policy and economic measurements to develop a framework for understanding what constitutes good governance in closely held companies. The authors examine how control is gained in the various types of closely held firms and explore the mechanisms that contribute to the development of a modern and efficient governance framework for these companies. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

    List of Figures
    List of Tables
    Table of Cases
    Table of Legislation and Guidelines
    List of Abbreviations
    The Corporate Governance Framework of Non-listed Companies
    Three Pillars of the Governance Framework
    The Economic Structure of Non-listed Companies
    Overview
    Conclusion
    The First Pillar: Company Law A-One-Size-Fits-All Vehicle for Non-listed Companies
    The Emergence of the Corporation or Joint Stock Company
    The Corporate Form as a Standard Contract
    The Rise of the Close Corporation
    The Close Corporation as a One-Size-Fits-All Vehicle in the Twentieth Century
    Disclosure and Transparency
    'Shareholder' Participation and Dividends
    Minority Shareholder Protection
    The Close Corporation as an All-Purpose Vehicle in the Twenty-First Century
    Company Law Developments in Europe
    Introduction
    EU Legislation as the Foundation for Corporate Law Reform
    The EU Corporate Law Directives
    Corporate Law Harmonization: The Establishment of the EU Corporate Law Regime and the First Generation of Corporate Law Directives
    Later Harmonization and the Adoption of the Directive on Cross-border Mergers
    EU-Level Business Forms as an Impetus for Corporate Law Reform
    The Practical Impact of the SE
    ECJ Case Law as the Foundation for Corporate Law Reform
    The 'Incorporation Mobility' Case Law
    The 'Reincorporation Mobility' Case Law
    The Effect of the Incorporation Mobility on Company Law Reform
    Barriers to Reincorporation Mobility in the EU
    The Status Quo Barrier
    The Exit Tax Barrier
    Possible Solutions to the Reincorporation Mobility Barriers
    EU-level Legislative Measures
    ECJ Case Law
    The Effect of Reincorporation Mobility on Company Law Reform
    Company Law Developments in the United States and Asia
    Introduction
    Developments in the United States
    The LLC: The Entity of Choice for US Non-listed Firms
    Entity Status
    Capital Structure and Contributions
    Distributions
    Members' Interests
    Internal Organization
    Minority Protection
    The Introduction of Hybrid Business Forms in Asia
    The Impact of Hybrid Business Forms on the Economy
    The Inherent Benefits of Hybrid Business Forms
    Limited Liability and Pass-through Taxation
    Limited Liability and Private Ordering
    Conclusion
    The Second Pillar: Contractual Arrangements
    Introduction
    Joint Ventures
    Mutual Reliance Provisions
    Dispute Resolution and Termination
    Family-owned Firms
    Venture Capital-backed Firms
    Governance and Screening of Venture Capital Firms
    Staged Financing of Venture Capital Investment
    The Monitoring Process
    Convertible Preferred Stock
    The Exit Strategy of Venture Capital Firms
    Private Equity Funds and Hedge Funds
    The Contractual Governance of Private Equity Funds and Hedge Funds: A Case Study
    Introduction
    Hedge Funds Versus Private Equity
    Hedge Funds and Private Equity Activities
    Hedge Funds
    Private Equity
    The Pooled Investment Vehicle: Hedge Funds and Private Equity
    The Limited Partnership Structure
    Restrictive Covenants
    Conclusion: Convergence and Diversity of Hedge Funds and Private Equity
    The Third Pillar: Optional Guidelines
    Introduction
    The Contemporary Debate on Corporate Governance
    Non-listed Companies: Voluntary Compliance with Corporate Governance Measures
    The Future of Corporate Governance: 'Refocus on Non-listed Companies
    Optional Guidelines for Non-listed Companies
    Conclusion
    Hybrid Business Forms and the Regulation of Illicit Transactions
    Introduction
    Controlling Shareholdings
    Related Party Transactions
    Why Should One Care About Related Party Transactions
    Understanding the Competing Regulatory Visions
    Identifying Related Party Transactions
    Parmalat
    Regulation of Related Party Transactions
    Information and Transparency
    Special Purpose Entities
    Legal Business Entities and their Potential for Misuse
    Chain of Legal Vehicles
    Disclosure of Beneficial Interest
    Combating Money Laundering and the Role of Intermediaries
    Conclusion
    Governance of Non-listed Companies: The Way Forward
    A New Corporate Governance Debate
    The Corporate Governance Framework of Non-listed Companies
    Company Law Restrictions on Foreign Direct Investment
    The Development of an Equity-oriented Market
    The Going Private Decision and the Listing of Private Equity Firms
    Where We Stand
    References
    Index

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