Corporate Governance of Non-Listed Companies

By: Joseph A. McCahery, Erik P.M. Vermeulen

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Hardcover | 27 March 2008

At a Glance

Hardcover
310 Pages

Dimensions(cm)
24.2 x 16.3 x 2.4

Hardcover

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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 closely held. This book provides a comprehensive account of closely held 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.

Closely held 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 closely held 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 closely held companies. The authors examine how control is gained in the various types of closely held firms and explore the mechanisms that contribute to the development of a modern and efficient governance framework for these companies. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

Industry Reviews

`This is a unique book. Corporate governance has until now been written about msotly in conncetion with listed companies, and codes of conduct and rules and regulations have been framed for them. In this work, the authors have emphasised the need for extending the principles to small privately owned companies...This book is written for lawyers (fewer than 50 judgements are cited) but for a much wider audience. The text is interspersed with 40 figures and 29 tables and includes pie charts, bar charts, diagrams, graphs etc.It is a highly interesting, instructive and welcome addition to the debate on corporate governance.' Journal of the Commonwealth Lawyers' Association

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