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Author : Douglas K. Moll
Publisher :
ISBN 13 : 9781663351272
Total Pages : 0 pages
Book Rating : 4.3/5 (512 download)
Download or read book Closely Held Corporations written by Douglas K. Moll and published by . This book was released on 2022 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Bolu Akin-Olugbade
Publisher :
ISBN 13 :
Total Pages : 464 pages
Book Rating : 4.:/5 (841 download)
Download or read book The Relationship Between Majority and Minority Shareholders in Close Corporations written by Bolu Akin-Olugbade and published by . This book was released on 1981 with total page 464 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Abdulrahman Nabil Alsaleh
Publisher :
ISBN 13 :
Total Pages : 223 pages
Book Rating : 4.:/5 (112 download)
Download or read book Protecting Minority Shareholders in Close Corporations written by Abdulrahman Nabil Alsaleh and published by . This book was released on 2019 with total page 223 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Alan K Koh
Publisher : Cambridge University Press
ISBN 13 : 110875161X
Total Pages : 427 pages
Book Rating : 4.1/5 (87 download)
Download or read book Shareholder Protection in Close Corporations written by Alan K Koh and published by Cambridge University Press. This book was released on 2022-09-29 with total page 427 pages. Available in PDF, EPUB and Kindle. Book excerpt: Close corporations, which are legal forms popular with small and medium enterprises, are crucial to every major economy's private sector. However, unlike their 'public' corporation counterparts, close corporation minority shareholders have limited exit options, and are structurally vulnerable in conflicts with majority or controlling shareholders. 'Withdrawal remedies'-legal mechanisms enabling aggrieved shareholders to exit companies with monetary claims-are potent minority shareholder protection mechanisms. This book critically examines the theory and operation of withdrawal remedies in four jurisdictions: the United States, the United Kingdom, Germany, and Japan. Developing and applying a theoretical and comparative framework to the analysis of these jurisdictions' withdrawal remedies, this book proposes a model withdrawal remedy that is potentially applicable to any jurisdiction. With its international, functional, and comparative analysis of withdrawal remedies, it challenges preconceptions about shareholder remedies and offers a methodology for comparative corporate law in both scholarship and practice.
Author : Arthur R. Pinto
Publisher :
ISBN 13 :
Total Pages : 27 pages
Book Rating : 4.:/5 (13 download)
Download or read book Protection of Close Corporation Minority Shareholders in the United States written by Arthur R. Pinto and published by . This book was released on 2018 with total page 27 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper discusses the problems and legal protections of minority shareholders in close corporations in the United States. Minority shareholders in their corporation may be concerned with having voice, access to information, some control, return and ability to exit. In addition, minority investors are often concerned that those in control will act opportunistically and take advantage of their control for personal benefit. It is important to understand how corporate law default rules deal with these issues and the extent to which the minority shareholders are protected while allowing those in control to exercise their power. While these issues can all be addressed by shareholders contracting for protection ex ante, those without contracts also have some legal protections ex post.
Author : Russ Whitesel
Publisher : Legislative Reference Bureau
ISBN 13 :
Total Pages : 48 pages
Book Rating : 4.:/5 (89 download)
Download or read book Close Corporations written by Russ Whitesel and published by Legislative Reference Bureau. This book was released on 1982 with total page 48 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Forest Hodge O'Neal
Publisher :
ISBN 13 :
Total Pages : 1170 pages
Book Rating : 4.F/5 ( download)
Download or read book O'Neal and Thompson's Close Corporations and LLCs written by Forest Hodge O'Neal and published by . This book was released on 2004 with total page 1170 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Forest Hodge O'Neal
Publisher :
ISBN 13 :
Total Pages : 758 pages
Book Rating : 4.:/5 (43 download)
Download or read book "Squeeze-outs" of Minority Shareholders written by Forest Hodge O'Neal and published by . This book was released on 1975 with total page 758 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Forest Hodge O'Neal
Publisher :
ISBN 13 :
Total Pages : 1056 pages
Book Rating : 4.F/5 ( download)
Download or read book O'Neal and Thompson's Oppression of Minority Shareholders and LLC Members written by Forest Hodge O'Neal and published by . This book was released on 2004 with total page 1056 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Forest Hodge O'Neal
Publisher :
ISBN 13 :
Total Pages : 1274 pages
Book Rating : 4.F/5 ( download)
Download or read book O'Neal's Close Corporations written by Forest Hodge O'Neal and published by . This book was released on 1971 with total page 1274 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Benjamin Means
Publisher :
ISBN 13 :
Total Pages : 50 pages
Book Rating : 4.:/5 (129 download)
Download or read book A Voice-Based Framework for Evaluating Claims of Minority Shareholder Oppression in the Close Corporation written by Benjamin Means and published by . This book was released on 2010 with total page 50 pages. Available in PDF, EPUB and Kindle. Book excerpt: Ordinary principles of corporate governance leave minority shareholders in close corporations vulnerable to oppression: majority shareholders have broad discretion to make employment, dividend, and other business decisions that may disadvantage the minority. Unlike shareholders in public corporations, minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation. There is, by definition, no secondary trading market for close corporation stock. Because minority shareholder oppression is made possible by the normal features of the close corporation, courts face the difficult task of adjusting the relationship of shareholders to remedy oppression without thereby undermining the reasons investors have for choosing the close corporation form in the first place.This Article contends that voice offers an under-appreciated alternative mechanism to exit for protecting minority shareholder interests. For reasons analogous to those offered in favor of deliberation in the public sphere, enhanced minority participation in close corporation governance would improve the quality and the perceived legitimacy of decision-making. Also, minority shareholders often expect to have a role in the management of the business and ought to be encouraged to assume that responsibility.To create greater incentives for voice and to guide the adjudication of claims of minority shareholder oppression, courts should: (1) recognize (and embrace) the principle that the appropriate level of judicial scrutiny may vary from case to case; and (2) use the presence or absence of minority shareholder participation in governance to determine the proper level of scrutiny. Close corporations would then have reason to adopt inclusive governance models in order to benefit from more deferential judicial review, and enhanced minority shareholder voice would improve the parties' ability to resolve disputes without the need for judicial intervention. When litigation cannot be avoided, flexible judicial scrutiny would improve upon existing approaches to shareholder oppression, allocating pleading or production burdens to the party best able to meet them.
Author : Robert W. Hamilton
Publisher : West Academic Publishing
ISBN 13 :
Total Pages : 698 pages
Book Rating : 4.F/5 ( download)
Download or read book Corporations written by Robert W. Hamilton and published by West Academic Publishing. This book was released on 1997 with total page 698 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporation Law in General; Formation of Corporations; Preincorporation Transactions Piercing the Corporate Veil; Financing the Corporation; Statutory Scheme of Management and Control; Shareholders Meetings; Voting and Control Arrangements Directors, Officers, Management of the Closely Held Corporation; Corporate Governance and the Publicly Held Corporation; SEC Disclosure Requirements and Proxy Regulation; Contests for Control Duties of Directors. Officers, and Shareholders; Duties Relating to Disclosure and Transactions in Shares; Indemnification and Liability Insurance; Private Securities Litigation Reform Act of 1995; Shareholder Derivative Litigation; Books and Records; Organic Changes; Foreign Corporations.
Author : Forest Hodge O'Neal
Publisher :
ISBN 13 :
Total Pages : 806 pages
Book Rating : 4.F/5 ( download)
Download or read book O'Neal's Oppression of Minority Shareholders written by Forest Hodge O'Neal and published by . This book was released on 1985 with total page 806 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Paul Gerard Mahoney
Publisher :
ISBN 13 :
Total Pages : 21 pages
Book Rating : 4.:/5 (246 download)
Download or read book Trust and Opportunism in Close Corporations written by Paul Gerard Mahoney and published by . This book was released on 1998 with total page 21 pages. Available in PDF, EPUB and Kindle. Book excerpt: The majority shareholder in a closely held corporation may use its control of the corporate machinery to appropriate wealth from the minority, and it is difficult for the majority to make a binding commitment not to do so. This paper models the interaction between majority and minority shareholders as a trust game in which the majority is constrained by the possibility of non-legal sanctions, including family or social disapproval and loss of reputation. The paper applies the analysis to the longstanding debate over appropriate exit rules for close corporation shareholders. Where the parties are well-informed and rational and judicial valuations are unbiased, giving the minority the unconditional right to e cashed out should reduce majority opportunism without producing opportunistic behavior by the minority. The paper suggests that the apparent failure of close corporation shareholders to bargain for such a right reflects the courts' success in using dissolution and fiduciary duty actions to deter majority misbehavior
Author : Christian G. Girod
Publisher :
ISBN 13 :
Total Pages : 256 pages
Book Rating : 4.:/5 (226 download)
Download or read book The Close Corporation and the Buyout Right of Minority Shareholders in the United States and in Switzerland written by Christian G. Girod and published by . This book was released on 1986 with total page 256 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Jan Bertil Andersson
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)
Download or read book Minority Shareholder Protection in SMEs written by Jan Bertil Andersson and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: SMEs or, as they are called here, 'close corporations', differ in many respects from publicly traded companies. Shares in publicly traded companies have a regulated market which shares in SMEs do not have. Since there is no regulated market for the shares there is usually a lock-in effect in the sense that, in the absence of contractual terms or rules in company law or in the articles of association, (minority) shareholders cannot sell their shares because of the lack of a market or at least they cannot sell them on 'fair terms'. Furthermore, I suggest that the historical theoretical assumption behind most of the rules in company law in general on protection of the minority is that minority shareholders should only have protection equivalent to their share of the voting rights and/or capital in the company. However, for efficiency reasons, I believe that most minority rules based on this assumption fail to achieve their purpose, namely the protection of the minority in close corporations. The reason for this is that any minority protection based on proportional protection will put the minority shareholders in a relatively weaker position than the proportional rights of those shareholders. To achieve the intended minority protection, I believe the following two conditions have to be met. First, where a particular transaction or event discriminates against a minority shareholder (or shareholders), protection for minority shareholders can only be achieved after the transaction or event, and only if the minority shareholders have access to information equal to or at least similar to a hypothetical perfect market situation (a perfect information position). Second, minority shareholders who do have access to information equal to or at least similar to a hypothetical perfect market situation will be in a bargaining position based on the same information. However, even with this information, minority shareholders will be at a bargaining disadvantage vis-à-vis majority shareholders. The reason is that the position of a minority shareholder in a close corporation, as reflected in the minority share of the voting rights and/or capital, is a bargaining disadvantage in itself. Only by strengthening the relatively weaker bargaining position of the minority shareholders after a discriminatory situation, but prior to negotiations between the minority shareholders and the majority shareholders to negate the discriminatory behaviour, will there be a solution that is proportional to the minority shareholders' share of the voting rights and/or capital in the company (as well as others interests of minority shareholders in a close corporation, to the extent these can be protected by law). Hence, the minority shareholders' weaker bargaining position has to be strengthened by minimum legal rules and a right to opt in to a higher level of protection in the articles of association.
Author : Jeffrey Neil Gordon
Publisher : Oxford University Press
ISBN 13 : 0198743688
Total Pages : 1217 pages
Book Rating : 4.1/5 (987 download)
Download or read book The Oxford Handbook of Corporate Law and Governance written by Jeffrey Neil Gordon and published by Oxford University Press. This book was released on 2018 with total page 1217 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.
