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Corporate Governance of Non-Listed Companies

Corporate Governance of Non-Listed Companies

Author: Joseph A McCahery; Erik P.M. Vermeulen
Publisher: Oxford University Press
ISBN: 9780199596386
Published In: September 2010
Format: Paperback
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Analyzes key changes in corporate form and governance including the changing regulation of partnerships and the rise of private equity
Provides in-depth and empirical coverage of US, European, and Asian developments in the fast-changing field of corporate governance
Examines both direct and indirect legal issues facing closely held firms, including tax, contractual, and regulatory issues

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 non-listed. This book provides a comprehensive account of non-listed 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.

Non-listed 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 non-listed 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 non-listed companies. The authors examine how control is gained and explore the mechanisms that contribute to the development of a modern and efficient governance framework. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

Readership: Scholars and students of company law and corporate governance, corporate governance policymakers, company law practitioners.

Preface

1. The Corporate Governance of Non-listed Companies

2. The First Pillar: Company Law-a One-size-fits-all Approach for Non-listed Companies

3. Company Law Developments in Europe

4. Company Law Developments in the United States and Asia

5. The Second Pillar: Contractual Arrangements

6. The Contractual Governance of Private Equity Funds and Hedge Funds- A Case Study

7. The Third Pillar: Optional Guidelines

8. Hybrid Business Forms and the Regulation of Illicit Transactions

9. Governance of Non-listed Companies: The Way Forward;

Joseph A. McCahery, Professor of Corporate Governance and Business Innovation, University of Amsterdam Faculty of Economics and Econometrics and Professor of Financial Market Regulation, Tilburg University Faculty of Law, and Erik P.M. Vermeulen, Professor of Law and Management, Tilburg University Faculty of Law

"More than just an analysis of current practices, the book looks at the potential for policy reform, providing a persuasive argument for the application of an improved corporate governance regime...Illuminating and richly entertaining, the guide offers a fascinating perspective on an oft-neglected area, and in so doing raises a number of interesting talking points and contentious issues." - The In-House Lawyer

"This book is the first comprehensive analysis of the governance of non-listed companies. This important work will be particularly valuable for anyone seeking to understand the law and economics of non-listed companies." - Stijn Claessens, Division Chief, Financial Studies, Research Department, IMF and Professor of International Finance, University of Amsterdam

"McCahery and Vermeulen present a comprehensive and refreshingly new theoretical account of the legal and economic factors that play a decisive role in enhancing the quaity of corporate governance and performance in non-listed companies. This superb book, which fills a gap in the market, is a valuable academic study backed by empirical analyses of business practices, and should be of great interest to practitioners and students alike." - Gueler Manisali Darman, Vice Chair, ICC Financial Services and Insurance commission, Principal, Corporate Governance and Sustainability Center

"Corporate governance scholarship has focused primarily on the publicly held company and paid far too little attention to other business entities. This much-needed book is fascinating, especially because of the international perspective it offers." - Henry T. C. Hu, Allan Shivers Professor in the Law of Banking and Finance, University of Texas at Austin

"This book is a timely publication of unquestionable value. The lucid writing style makes it accessible to readers beyond the policymakers and lawmakers at whom it is aimed. Students, practitioners and consultants of business, government and law alike, regardless of the country in which they are operating, will find the empirical content and analysis which this book provides both informative and thought-provoking. Ideally, it will also provoke empirical research in the field of non-listed company corporate governance." - Sue McLaughlin, The Journal of Business Law, Issue 5, 2009

"Professors McCahery and Vermeulen have written an impressive study of a neglected area of corporate governance...this book is an encouraging addition to the literature on corporate governance. The academic writing is diverse, and the text is enlivened by diagrams, graphs, tables, and statistical comparisons from other economic studies. Equally impressive are the comparative and historical perspectives employed by the writers." - John Townsend, The Cambridge Law Journals, 2009