- The Oxford Handbook of Corporate Law and Governance
- Dedication
- Preface
- List of Contributors
- From Corporate Law to Corporate Governance
- Convergence and Persistence in Corporate Law and Governance
- Corporate Governance and Its Political Economy
- The “Corporate Contract” Today
- The State of State Competition for Incorporations
- Culture and Law in Corporate Governance
- A Behavioral Perspective on Corporate Law and Corporate Governance
- Empirical Studies of Corporate Law and Governance: Some Steps Forward and Some Steps Not
- The Benefits and Costs of Indices in Empirical Corporate Governance Research
- Taxonomies and Leximetrics
- External and Internal Asset Partitioning: Corporations and Their Subsidiaries
- The Board of Directors
- Executive Remuneration
- Institutional Investors in Corporate Governance
- Shareholder Activism: A Renaissance
- Corporate Short-Termism: In the Boardroom and in the Courtroom
- Majority Control and Minority Protection
- Debt and Corporate Governance
- Accounting and Financial Reporting: Global Aspirations, Local Realities
- Related Party Transactions
- Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers)
- Mergers, Acquisitions, and Restructuring: Types, Regulation, and Patterns of Practice
- Groups of Companies: A Comparative Study of the Economics, Law, and Regulation of Corporate Groups
- Corporate Social Responsibility and Corporate Governance
- Comparative Corporate Governance in Closely Held Corporations
- Western versus Asian Laws on Corporate Governance: The Role of Enforcement in International Convergence
- Corporate Governance in Emerging Markets
- The Governance Ecology of China’s State-Owned Enterprises
- The Rise of Foreign Ownership and Corporate Governance
- Governance by Institutional Investors in a Stakeholder World
- New Metrics for Corporate Governance: Shifting Strategies in an Aging IPO Market
- Corporate Law and Self-Regulation
- The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques: Are There Lessons for Germany?
- Private and Public Enforcement of Securities Regulation
- Public Enforcement: Criminal versus Civil
- Corporate Litigation in Specialized Business Courts
- The Compliance Function: An Overview
- Comparative Corporate Insolvency Law
- Corporate Governance and Employment Relations
- Corporate Governance, Capital Markets, and Securities Law
- Vertical and Horizontal Problems in Financial Regulation and Corporate Governance
- Bank Governance
- Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs
- Index
Abstract and Keywords
This chapter examines issues relating to corporate governance in closely held corporations. It begins by describing the typical characteristics of closely held corporations, with particular emphasis on shareholder involvement in management, number of shareholders, share transfers, market for shares, and the broad spectrum of shareholders and applications. It then considers common governance issues and conflicts in closely held corporations and proceeds with a discussion of the governance framework for such corporations consisting of company law, model articles, articles of association, shareholder agreements, and corporate governance guidelines. It also explores the internal governance and management of closely held corporations, the governance of share transfer restrictions, and provisions for shareholder withdrawal and expulsion. The chapter concludes with an analysis of shareholder conflicts, especially oppression by majority shareholders and ex-post opportunism by minority shareholders, and how they are governed in closely held corporations.
Keywords: public enforcement, civil enforcement, theories, criminal enforcement, corporate law, UK, United States, Continental Europe, criminal liability
Amanda M. Rose is Professor of Law at Vanderbilt School of Law.
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- The Oxford Handbook of Corporate Law and Governance
- Dedication
- Preface
- List of Contributors
- From Corporate Law to Corporate Governance
- Convergence and Persistence in Corporate Law and Governance
- Corporate Governance and Its Political Economy
- The “Corporate Contract” Today
- The State of State Competition for Incorporations
- Culture and Law in Corporate Governance
- A Behavioral Perspective on Corporate Law and Corporate Governance
- Empirical Studies of Corporate Law and Governance: Some Steps Forward and Some Steps Not
- The Benefits and Costs of Indices in Empirical Corporate Governance Research
- Taxonomies and Leximetrics
- External and Internal Asset Partitioning: Corporations and Their Subsidiaries
- The Board of Directors
- Executive Remuneration
- Institutional Investors in Corporate Governance
- Shareholder Activism: A Renaissance
- Corporate Short-Termism: In the Boardroom and in the Courtroom
- Majority Control and Minority Protection
- Debt and Corporate Governance
- Accounting and Financial Reporting: Global Aspirations, Local Realities
- Related Party Transactions
- Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers)
- Mergers, Acquisitions, and Restructuring: Types, Regulation, and Patterns of Practice
- Groups of Companies: A Comparative Study of the Economics, Law, and Regulation of Corporate Groups
- Corporate Social Responsibility and Corporate Governance
- Comparative Corporate Governance in Closely Held Corporations
- Western versus Asian Laws on Corporate Governance: The Role of Enforcement in International Convergence
- Corporate Governance in Emerging Markets
- The Governance Ecology of China’s State-Owned Enterprises
- The Rise of Foreign Ownership and Corporate Governance
- Governance by Institutional Investors in a Stakeholder World
- New Metrics for Corporate Governance: Shifting Strategies in an Aging IPO Market
- Corporate Law and Self-Regulation
- The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques: Are There Lessons for Germany?
- Private and Public Enforcement of Securities Regulation
- Public Enforcement: Criminal versus Civil
- Corporate Litigation in Specialized Business Courts
- The Compliance Function: An Overview
- Comparative Corporate Insolvency Law
- Corporate Governance and Employment Relations
- Corporate Governance, Capital Markets, and Securities Law
- Vertical and Horizontal Problems in Financial Regulation and Corporate Governance
- Bank Governance
- Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs
- Index
