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Shareholder Protection In Close Corporations
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Book Synopsis Shareholder Protection in Close Corporations by : Alan K Koh
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.
Book Synopsis Protection of Close Corporation Minority Shareholders in the United States by : Arthur R. Pinto
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.
Book Synopsis Shareholder Protection in Close Corporations by : Alan K Koh
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: Comparative study of withdrawal remedies in four jurisdictions to offer solutions to shareholder conflicts in small and medium enterprises.
Book Synopsis Protecting Minority Shareholders in Close Corporations by : Abdulrahman Nabil Alsaleh
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:
Book Synopsis Minority Shareholders' Protection by : S.H. Goo
Download or read book Minority Shareholders' Protection written by S.H. Goo and published by Routledge. This book was released on 2012-07-23 with total page 174 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written in a readable style, this book provides an account, and much-needed analysis, of minority shareholders rights and remedies under section 459 of the Companies Act 1985. In the study of minority shareholders rights, there has been a tendency to give inadequate attention to the remedies now available. This book take a new approach to the treatment of minority shareholders protection. Much of this book is devoted to a detailed study of the effectiveness of section 459 as a shareholders remedy. Commencing with an examination of the problems faced by a minority shareholder, the book goes on t.
Book Synopsis Close Corporations by : Russ Whitesel
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:
Book Synopsis Minority Shareholders and Oppression in Close Corporations by : Marcella Machado Carneiro
Download or read book Minority Shareholders and Oppression in Close Corporations written by Marcella Machado Carneiro and published by . This book was released on 2002 with total page 100 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Minority Shareholders in Close Corporations by : Angelika Marie Charlotte Esser
Download or read book Minority Shareholders in Close Corporations written by Angelika Marie Charlotte Esser and published by . This book was released on 1976 with total page 170 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Non-Pecuniary Private Benefits in Publicly Traded Corporations by : Murat Can Pehlivanoglu
Download or read book Non-Pecuniary Private Benefits in Publicly Traded Corporations written by Murat Can Pehlivanoglu and published by BRILL. This book was released on 2023-09-29 with total page 257 pages. Available in PDF, EPUB and Kindle. Book excerpt: Non-pecuniary private benefits, a phenomenon in publicly traded corporations, may be extracted by influencing shareholders to the detriment of minority shareholders and corporations. This book, with particular focus on Turkish law and American law, investigates the loopholes paving the way of non-pecuniary private benefit extractions in the context of corporate law. Pehlivanoğlu proposes to use shareholder oppression law’s reasonable expectations standard to expand the reach of involuntary dissolution statutes to cover non-pecuniary private benefit extractions of influencing shareholders.
Book Synopsis Cases and Materials on Corporations by : Ralph Jackson Baker
Download or read book Cases and Materials on Corporations written by Ralph Jackson Baker and published by . This book was released on 1959 with total page 1677 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Minority Shareholder Protection in SMEs by : Jan Bertil Andersson
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.
Book Synopsis Shareholder Protection Across Time by : Brian R. Cheffins
Download or read book Shareholder Protection Across Time written by Brian R. Cheffins and published by . This book was released on 2015 with total page 82 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Article offers the first systematic attempt to measure the development of shareholder protection in the United States across time. Using three indices developed to measure the relative strength of shareholder protection across nations, we evaluate numerically the protections corporate and securities law have offered shareholders from the beginning of the twentieth century to the present day. We do so by tracking the rights accorded to shareholders across time under three important sources of corporate law, Delaware and Illinois and the Model Business Corporation Act.Our novel study yields novel results. First, we find that the protections afforded to shareholders by state corporation law have decreased since 1900 but only modestly so. This implies that, contrary to the assumptions of many scholars, state competition in corporate law has not significantly eroded shareholder rights. Second, when we add in measures that count protections provided by federal as well as state law, we find that shareholder protection improved across time. This implies that federal intervention has played a crucial and perhaps underappreciated role in shaping U.S. corporate law. Beyond its specific findings, this study illustrates how empirical analysis of legal trends provides scholars with a new means for analyzing and resolving fundamental questions in corporate law.
Book Synopsis Research Handbook on Shareholder Power by : Jennifer G. Hill
Download or read book Research Handbook on Shareholder Power written by Jennifer G. Hill and published by Edward Elgar Publishing. This book was released on 2015-07-31 with total page 638 pages. Available in PDF, EPUB and Kindle. Book excerpt: Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commiss
Book Synopsis Convergence in Shareholder Law by : Mathias M. Siems
Download or read book Convergence in Shareholder Law written by Mathias M. Siems and published by Cambridge University Press. This book was released on 2007-12-20 with total page 389 pages. Available in PDF, EPUB and Kindle. Book excerpt: On the one hand, it can be argued that the increasing economic and political interdependence of countries has led to the convergence of national legal systems. On the other hand, advocates of the counterhypothesis maintain that this development is both unrealistic and unnecessary. Mathias M. Siems examines the company law of the UK, the USA, Germany, France, Japan and China to see how this issue affects shareholder law. The author subsequently analyses economic and political factors which may or may not lead to convergence, and assesses the extent of this development. Convergence of Shareholder Law not only provides a thorough comparative legal analysis but also shows how company law interconnects with political forces and economic development and helps in evaluating whether harmonisation and shareholder protection should be enhanced.
Book Synopsis Oranburg's Corporate Law Compendium by : Seth C. Oranburg
Download or read book Oranburg's Corporate Law Compendium written by Seth C. Oranburg and published by Independently Published. This book was released on 2019 with total page 208 pages. Available in PDF, EPUB and Kindle. Book excerpt: Oranburg's Corporate Law Compendium: Stockholder Rights helps students learn the doctrine and practice of stockholder rights and their effectuation. It is designed to accompany graduate-level coursework in corporate law. This compendium has three modules corresponding with the primary stockholder rights: voting rights, suing management, and selling shares. Module One deals with corporate governance as it relates to stockholder voting rights. This includes the basics of stockholder voting, stockholder voting rights in fundamental transactions, stockholder rights to initiate corporate action, board responses to stockholder initiatives, stockholder information rights, and public stockholder activism. Module Two deals with the fiduciary duties that directors and officers owe to stockholders and stockholders' rights to sue to when these duties are breached. This includes director's substantive duties of care, oversight, and loyalty, and the procedural effectuation of those duties through stockholder direct and derivative litigation. These triumvirate duties make directors liable to the corporation or its stockholders when the board does not act with sufficient process, where it fail to set up compliance monitoring system, or where directors have a conflict of interest. While director liability is limited by the business judgment rule, exculpation, indemnification, and insurance, stockholders can sue or cause the corporation to sue directors for violation of these duties in direct or derivative actions.Module three deals with stock markets and the rights of stockholder to sell their shares. This includes a basic overview of securities regulations, securities markets, securities fraud, and insider trading. While this module is mainly about public stock markets, it also alludes to private stock transaction.This compendium assumes that students have developed a basic working knowledge of corporations through other coursework, such as the classes I teach on Corporations & Society and Corporations & Entrepreneurship. I recommend learning those basics before attempting to tackle the information in this class. Additionally, I recommend that students who want to round out their understanding of business associations should also learn about Agency & Authority and Piercing the Corporate Veil, which I also teach in other courses.Students who have masted the basics of corporations and understand stockholder rights as covered in this course will be prepared for advanced coursework in securities regulation, venture capital financial, mergers & acquisitions, corporate governance, business planning, and other related topics.I hope that this compendium helps you enjoy learning about corporate law!
Book Synopsis The Oxford Handbook of Corporate Law and Governance by : Jeffrey Neil Gordon
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.
Book Synopsis Shareholder Protection in New York's New Corporation Law by : Lewis Stanley Black (Jr.)
Download or read book Shareholder Protection in New York's New Corporation Law written by Lewis Stanley Black (Jr.) and published by . This book was released on 1963 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
