Search

The focus of this paper is to analyze the effects of shareholder primacy governance on creditors, the characteristics of the firm, and how creditors can protect themselves. The governance of the firm is legally vested on directors and the law places on them specific duties requiring them to act in a certain way to promote the success of the company. The governance of the firm has evolved to be known as corporate governance. The mode of corporate governance such as the shareholder oriented governance and the characteristics that come with the firm (legal personality and limited liability) have negative implications on creditors. Shareholder primacy model of corporate governance seems to find its support from the Companies Act so does limited liability which limits the liability of the Members to the subscribed shares. Legal personality of the firm means that the firm is a juristic person with rights and obligations of a natural person in that it can own its own property. The presence of limited liability brings about the shareholder primacy model of governance. The problem is not the shareholders but the foundation on which they find there protection which is the law. With the presence of the above concepts, the implication on creditors is higher risk. This paper argues that if creditors’ interests are taken into account from inception, creditors will be better protected as they would be an ongoing concern for the company. Although the law provides circumstances when the corporate veil can be pierced as a mechanism to protect creditors, it is argued in this paper that clear and concise rules must be put in place as to when the veil can be pieced. This paper contributes to literature on the protection of creditors in light of limited liability and within corporate governance. It also makes recommendations to change the law thereby contributing to policy makers to include creditors when governing the firm. The article uses the doctrinal approach to analyze the law on the protection of creditors by a critical examination of the section 172(1) and section 830 of the Companies Act.

The many and varied crises in the world economy since 2007 seem to have different origins and diverse manifestations. This paper contends that there is however a structural shift beneath the global economy that is now reaching a critical mass, and that accounts for many of these crises, despite the diversity of manifestations. This shift is occasioned by two kinds of technological changes--the familiar labor-saving and what is here called "labor-linking." The paper argues that these changes (1) create a short-term window of opportunity for developing and emerging economies, but (2) in the long run constitute a major, multilateral policy challenge for all. To meet this challenge, we have to think outside the box and conceive of innovative policies. The paper briefly speculates on what those policies might be.

Dividends represent a distribution in cash or in kind, made by a legal person to a participating in legal person as a result of ownership equity in that person. The incidence of taxation on dividend policy involves targeting the optimal dividend policy, subject to ongoing changes and effect of customer ownership. Generally, into the current tax system, dividends are taxed more heavily than capital gains from the rising value of the shares. Dividends are distributed to shareholders in proportion to participation in paid up share capital, if the constitutive act don't provides otherwise. Distribution of dividends will not be able to made then from profits arising under the law.

This short paper proposes a didactic example on how to solve a multidimensional screening problem in the linear case. In the proposed example, shareholders of a cash-constrained firm propose to the firm management a recapitalization in counterpart of the distribution of future dividends. The capacity of the firm to distribute future dividends depends on its production costs and its technology, which are private information of the management. Thus shareholders face a (multidimensional) screening problem. We completely characterize the optimal menus of contracts that shareholders offer. Notably, we show that there always exist optimal menus of contracts with at most two contracts offered: a low dividend, low recapitalization contract and a high dividend, high recapitalization contract. This is an extreme case of bunching.

A portfolio based model (Credit Risk of Credit Suisse First Boston) and recent Central Bank of Argentina credit bureau data are used to estimate whether current capital and provisioning regulations match actual risks. Arguing that provisions should cover expected losses and that capital requirements should cover potential losses beyond expected losses subject to some statistical level of tolerance, the article assesses how well actual capital and provisioning requirements match the estimated requirements given by the model. Actual provisioning requirements were found to be close to implied levels of expected losses. The estimate of potential losses was found to be highly sensitive to the assumptions of the model, especially the parameter relating the volatility of a loan's rate of default to its mean value. This volatility parameter cannot be estimated accurately with the credit bureau data because of the short time span covered, so proxy data were used to estimate it, and two values around that estimate were tried. The difficulty of estimating this critical parameter implies that the results should only be regarded as suggestive. Moreover, the methodology only does not seek to estimate credit risk and not interest rate risk or exchange rate risk, nor does it fully take into account the indirect effects of interest rates and exchange rates on credit risk. As recent events in Argentina have demonstrated, estimating credit risk along these lines should be thought of as just one tool in attempting to assess the appropriate level of bank provisions and capital.

The media guide aims at helping business journalists report on corporate governance and raise public awareness of the impact it has on businesses, shareholders, and the broader community of stakeholders. This report will help journalists develop clear and compelling stories that examine how a company is governed. It was produced by IFC's Global Corporate Governance Forum in partnership with the International Center for Journalists, an organization that advances quality journalism worldwide. Topics include the media's role reporting on corporate governance, how a board of directors functions, what financial reports reveal, and how to track down information that sheds light on a company's performance in an informed way.

What do we know about the links between economic development and corporate governance in emerging markets? Stijn Claessens and Burcin Yurtoglu have sifted through scores of academic studies on various countries, sectors, and business organizations - from state-owned enterprises to publicly listed companies - to determine how corporate governance can influence economic development and well being, and what is needed to promote good practices. The Focus 10 draws on new evidence that has become available since Focus 1: Corporate Governance and Development was published in 2003. While the paper reviews research literature, it is written to be accessible to the nonacademic audience: board members, investors, government regulators, development professionals, and other CG practitioners. Research findings sited in the Focus include: 1) improved corporate governance practices increase firm share prices; 2) operational performance is higher in better corporate governance countries; 3) well governed companies have less volatile stock prices in times of crisis; 4) companies with boards composed of a higher fraction of outsider or independent directors usually have a higher market valuation; 5) improvements in corporate governance quality lead to higher GDP growth, productivity growth, and the increased ratio of investment to GDP; 6) when a country's overall corporate governance and property rights systems are weak, voluntary and market corporate governance mechanisms have limited effectiveness; 7) large, more concentrated ownership can be beneficial, unless there is a disparity of control and cash flow rights; 8) the quality of shareholder protection positively correlates with the development of countries' capital markets; and 9) better corporate governance leads to a better developed financial system. The paper concludes by identifying several main policy and research issues that require further study. For example, more research is needed on family-owned, state-owned or controlled firms that predominate in many sectors and economies. For more publications on IFC Sustainability please visit www.ifc.org/sustainabilitypublications.

This assessment focused on the supervision and regulation of the insurance sector and the role of the Financial Services Commission (FSC) in Mauritius. The FSC has responsibility for licensing and supervision of all players in the insurance market-insurance companies, distributors; loss adjusters; reinsurance companies; reinsurance brokers, and actuaries and auditors. This report relates to a dedicated assessment mission conducted in July 2011. The FSC maintains a fairly detailed website that contains copies of relevant laws and regulations applicable to insurance companies in Mauritius. Also available on the website are copies of guidelines of general application that have been issued to the insurance companies, statistics of the industry's performance, and copies of the annual reports issued by FSC. In addition to its discussions with FSC personnel, mission members met with representatives of the trade association and with executives of a representative sample of companies, both life and general insurance, operating in the market. Other contacts included brokers and auditors. The insurance sector in Mauritius is material although not fully developed in terms of size. Insurance premium stands at MUR 17.5 billion represented at 68 percent life and 32 percent non-life insurances. Life insurance growth has been more impressive than non-life insurance performance. Although both segments have shown healthy nominal growth rates, real growth has been less spectacular for the non-life sector. Interpreting non-life sector premium performance can be confused by global pricing cycles.

Doing business sheds light on how easy or difficult it is for a local entrepreneur to open and run a small to medium-size business when complying with relevant regulations. It measures and tracks changes in regulations affecting 10 areas in the life cycle of a business: starting a business, dealing with construction permits, getting electricity, registering property, getting credit, protecting investors, paying taxes, trading across borders, enforcing contracts and resolving insolvency. In a series of annual reports doing business presents quantitative indicators on business regulations and the protection of property rights that can be compared across 183 economies, from Afghanistan to Zimbabwe, over time. This economy profile presents the doing business indicators for Eastern Europe and Central Asia (ECA). To allow useful comparison, it also provides data for other selected economies (comparator economies) for each indicator. The data in this report are current as of June 1, 2011 (except for the paying taxes indicators, which cover the period January-December 2010).

The objectives of the study are to provide data which can be compared between economies on a like-for-like basis; to facilitate the benchmarking of tax systems within relevant economic and geographical groupings, which can provide an opportunity to learn from peer group economies; and to enable an in-depth analysis of the results which can be used to help identify good practices and possible reforms. The private sector plays an essential role in contributing to economic growth and prosperity. Companies contribute to socio-economic development by employing workers, improving the skills and knowledge base, buying from local suppliers and providing products and services that improve people's lives. They also contribute to government revenues through generating and paying taxes. The paying taxes study is unique because it generates a set of indicators that measure the world's tax systems from the point of view of business and also because it covers the full range of taxes paid in 183 economies, measuring how business complies with the different tax laws and regulations in each economy.

Despite decades of war and instability, Iraq's abundant natural resources, strategic geographic location and cultural history endow Iraq with tremendous potential for growth and diverse economic development. Driven by windfall oil revenues in recent years, the Government of Iraq has invested heavily in rebuilding the infrastructure of the country, and its abundant oil reserves ensure that progress can continue steadily. This report was initiated at the request of the Iraqi government to assess the local investment climate and identify those high priority factors which most significantly impede private sector development in Iraq, in an effort to prioritize the recommended investments, institutional and regulatory reforms which would most significantly contribute to sustainable private sector growth and increased productivity.

In El Salvador, the banking safety net emergency liquidity assistance, resolution and deposit insurance- faces particular challenges given it operate in the context of official dollarization. The economy was officially dollarized in 2000 with the adoption of the law on financial integration and of the United States (US) dollar as legal tender. Dollarization constrains a central bank's ability to act as a lender of last resort (LOLR) and provide emergency liquidity assistance (ELA). This note discusses the weaknesses of the current framework and recommendations to ensure the safety net functions more effectively and efficiently. To address systemic liquidity risk in the context of official dollarization, the Banco Central de Reservas (BCR) should be provided with more powers and funds to provide emergency liquidity assistance to banks. The bank resolution scheme, which has not been tested, and the deposit insurance fund, which has insufficient funds, both need to be strengthened. Appropriate roles and formal mechanisms to monitor and manage systemic risk and events should be put in place. However the roles and responsibilities of the various institutions involved in the safety net are not always consistent with their objectives, powers, and mandates, while a well-specified strategy to preserve the stability of the system (e.g., with clear responsibilities for monitoring systemic risks and taking macro prudential decisions) and definition or formal measurement of systemic risk have not yet been established. Furthermore, coordination with foreign supervisors of international banks does not include designing contingency plans to address a possible cross-border event. This paper is divided into following four parts: part one is introduction; part two gives systemic liquidity management and emergency liquidity assistance; part three is bank resolution and deposit insurance; and part four gives crisis management arrangements.

This synthesis paper is based on a review of three countries in West Africa-Burkina Faso, Mali, and Mauritania where state owned enterprises (SOEs) continue to play an important role and Governments have embarked on a number of public sector reforms are intended to have a positive impact on SOEs. SOE governance practices and problems are having strong similarities in all of the countries reviewed. These commonalities can be ascribed to the fact that all of the countries are transitioning from centrally controlled economic and political traditions to more liberal economies and to a more democratic government. All are facing challenges with implementing the legal structures left behind from colonial times. The data that is available shows that wholly-owned and state controlled SOEs under perform. Many are technically insolvent and survive only through government support. Their performance is not only poor in the financial area but also in the provision of needed social services. The country studies link the poor performance of SOEs, in particular wholly-owned SOEs, to their governance practices. Long-lasting reforms are not simply a matter of plugging holes in the legislative or institutional framework. Corporate governance is the result of a complex interplay of law, practice, institutions and culture. Action plans need to take into account incentives and the political, social and cultural context of corporate governance in the country in addition to the legal framework. Indeed, SOE governance is a system and making it work better requires a systems approach. Most reform plans in the past have focused on one or another element of SOE governance, which might explain why many have fallen short of hopes and expectations. Systems approaches, on the other hand, are important in complex organizations (such as SOEs) whose success depends upon the interaction and cooperation of other organizations and institutions. This synthesis paper presents the objectives and the methodology used in carrying out the reviews followed by a discussion of the features and importance of SOEs in each of the countries studied. It then segues into a discussion on the performance of SOEs which is supplemented by case studies of both successful and unsuccessful SOEs and key lessons learned the paper then presents the current Government initiatives for reform and the remaining challenges and recommendations. The paper concludes with suggestions on how to implement the recommendations based on examples from other countries that have embarked on comprehensive governance reforms for the SOE sector.

usc

After decades of high trade restrictions, fiscal distortions, and currency overvaluation, Cameroon implemented important commercial and fiscal policy reforms in 1994. Almost simultaneously, a major devaluation cut the international price of Cameroon's currency in half. This article examines the effects of those reforms on the incentive structure faced by manufacturing firms. Did the reforms create a coherent new set of signals? Did they reduce dispersion in tax burdens? Was the net effect to stimulate the production of tradable goods? The results of applying a cost function decomposition to detailed firm-level panel data suggest that the reforms created clear new signals for manufacturers, as effective protection rates fell by 80 to 120 percentage points. In contrast, neither the tax reforms nor the devaluation had a major systematic effect on profit margins. The devaluation did shift relative prices dramatically in favor of exportable goods, causing exporters to grow relatively rapidly.