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