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Author: Alan K Koh Publisher: Cambridge University Press ISBN: 110875161X Category : Law Languages : en Pages : 427
Book Description
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: Alan K Koh Publisher: Cambridge University Press ISBN: 110875161X Category : Law Languages : en Pages : 427
Book Description
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: Category : Languages : en Pages : 27
Book Description
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: Alan K Koh Publisher: Cambridge University Press ISBN: 1108496660 Category : Business & Economics Languages : en Pages : 427
Book Description
Comparative study of withdrawal remedies in four jurisdictions to offer solutions to shareholder conflicts in small and medium enterprises.
Author: S.H. Goo Publisher: Routledge ISBN: 113531845X Category : Law Languages : en Pages : 174
Book Description
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.
Author: Murat Can Pehlivanoglu Publisher: BRILL ISBN: 9004686517 Category : Law Languages : en Pages : 257
Book Description
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.
Author: Jan Bertil Andersson Publisher: ISBN: Category : Languages : en Pages : 0
Book Description
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: Alan K Koh
Author: Alan K Koh
Author: Arthur R. Pinto
Author: Alan K Koh
Author: Abdulrahman Nabil Alsaleh
Author: S.H. Goo
Author: Marcella Machado Carneiro
Author: Angelika Marie Charlotte Esser
Author: Murat Can Pehlivanoglu
Author: Russ Whitesel
Author: Jan Bertil Andersson