Corporate Governance of Non-Listed Companies

ISBN-10: 0199203407

ISBN-13: 9780199203406

Edition: 2008

List price: $165.00
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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 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.
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Book details

List price: $165.00
Copyright year: 2008
Publisher: Oxford University Press, Incorporated
Publication date: 6/2/2008
Binding: Hardcover
Pages: 400
Size: 6.25" wide x 9.25" long x 1.00" tall
Weight: 1.386
Language: English

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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