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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 | |