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As American corporate law has developed since the Progressive and New Deal eras, shareholders have increasingly employed the shareholder proposal mechanism, provided by SEC Rule 14a-8, as a means to achieve any number of desired results. Generally, Rule 14a-8 requires companies to include shareholder proposals on their proxy statements. The desires of shareholders, outside of their often primary desire to make money, now frequently include Environmental, Social, and Governance (“ESG”) reform, increasing board diversity, merger and acquisition-related decisions, and monitoring executive pay. In particular, shareholders’ focus on ESG reform is no surprise given the broad worldwide focus on responding to rising environmental concerns. Indeed, according to the National Oceanic and Atmospheric Administration, an American scientific and regulatory agency, 2021 “culminated as the sixth warmest year on record for the globe.” Further, “the years 2013-2021 all rank among the ten warmest years on record.” Investors in both the United States and Europe have begun responding to these environmental issues. However, the capabilities American shareholders (particularly minority shareholders) have to effect positive environmental change at the corporate level is hindered by the fact that the United States ranks 36th in the world when it comes to protecting minority investors. A minority investor, or shareholder, is one who owns less than half of a given company’s total shares—thus making them in the minority of overall shareholders. While the United States ranks high (6th) on a general ease of doing business scale, its protection of minority investors, according to the World Bank, lags. The U.S. has a 71.6 (out of 100) score for the protection of minority investors. Particularly troublesome among the World Bank’s analyses of American protection of minority investors is the nation’s “[e]xtent of shareholder rights index.” This means, generally, that a minority investor interested in changing a company’s practices in an effort to improve said company’s environmental impact has less of an ability to do so in the United States than in 35 other nations. Why does the United States lag behind other nations with regard to minority shareholder protection, and how can it change for the better? [ABSTRACT FROM AUTHOR]

In embracing corporate rescue, Malaysia introduced Judicial Management (JM) into its company law framework on 1 March 2018. The mechanism was modelled on Singapore's Judicial Management, which itself was based on the United Kingdom (UK) Administration Procedure. Despite its laudable objective of facilitating the rescue of financially distressed companies, the path to JM is paved with obstacles. This article identifies some of these obstacles and examines the issues that give rise to them. At the same time, the article proposes legislative reforms, drawing on comparative laws in Singapore and the UK. For the purposes of this article, three obstacles are examined: first, the power of a secured creditor or debenture holder to veto the JM application; second, the stringent and prohibitive burden imposed on an applicant company caused by the judicial interpretation, at times conflicting, of the provisions governing the application of a JM order; and third, the higher threshold imposed by legislative requirements on creditors' meeting to approve the JM proposal. These obstacles are encountered at three stages of a JM application: first, at the initial stage of the application; second, in considering the merits of the JM; and third, when the creditors vote to approve the application. [ABSTRACT FROM AUTHOR]

Small and medium enterprises (SMEs) are important to most economies, but the laws of close corporation entities used by SMEs are underrepresented in comparative corporate law scholarship. This Article critically analyses 'withdrawal' regimes in Germany's GmbH (Austritt aus wichtigem Grund) and the UK's private company limited by shares (unfair prejudice remedy) that respond to shareholder conflicts in close corporations. Comparative analysis reveals how the two jurisdictions differ in treatment of 'non-fault' scenarios and their underlying visions of shareholder protection. Potential reform of the UK's withdrawal regime based on German and Singapore law is also explored. [ABSTRACT FROM AUTHOR]

The article examines the possibility of corporate dispute resolution with mediation in terms of business challenges and the experience of modern legal experience in the European Union and internationally. The legal regulation of mediation in the context of Directive 2008/52/EU of the European Parliament and of the Council On certain aspects of mediation in civil and commercial matters and the United Nations Convention on International Settlement Agreements Resulting from Mediation signed on 7 August 2019 (Singapore Convention, which was signed by 46 countries, including Ukraine) are studied. Draft Ukrainian laws On mediation from the standpoint of corporate dispute resolution are analyzed. The aim of the article is to study the prospects for the introduction of mediation in corporate disputes in Ukraine in view of the best foreign practices. Current Ukrainian legislation does not regulate mediation. As a result of the analysis of the draft laws On mediation, it was revealed that the possibility of mediation settlement of the dispute should not follow exclusively from the provisions of the agreement. Mediation should be a way of resolving conflicts that have arisen or may arise between the parties, whether they are contractual or not. This provision has an extremely important practical component for corporate law, as the charter is not a type of contract under Ukrainian law. In the meantime, it would be convenient to enshrine the possibility of resolving corporate conflicts through mediation in the charter. The authors conclude that it is necessary to legislate the enforcement of a mediation decision in view of business challenges. This necessity is justified by the peculiarities of corporate conflicts, the need to promote mediation, the unloading of the judicial system. [ABSTRACT FROM AUTHOR]

The derivative action is widely acknowledged to be an important part of corporate law and governance. Over a quarter century after the statutory derivative action landed in Singapore and almost five years after reforms extended it to listed companies, the time is ripe to investigate a fundamental question: what is the reality of Singapore's statutory derivative action? Drawing on unpublished data on Singapore companies and a hand-collected dataset of all publicly available judgments on statutory derivative actions in Singapore from 1993 to 2018, my study reveals that litigation rates are generally low. This article explains why derivative actions remain rare and unlikely for listed companies in Singapore, and also offers insights into how context-specific, non-financial factors affect shareholder litigation. The statutory derivative action plays a distinctive and valuable role in closely-held companies – in spite of poor financial incentives to sue, and the availability of alternative remedies. [ABSTRACT FROM AUTHOR]

Current scholarship emphasises the correlation between enforcement of corporate and securities laws and strong capital markets. Yet, the issue of how private and public enforcement may achieve the objectives of compensation and optimal deterrence remains controversial. While enforcement strategies have been studied extensively in the US and the UK, comparatively less attention is placed on Asia, where concentrated shareholdings are the norm. This study fills the gap by focusing on Hong Kong and Singapore, two leading international financial centres in Asia. Post Asian financial crisis of 1997, Hong Kong and Singapore have changed their laws to strengthen the private enforcement framework. Public enforcement activities have also been significant. The question is whether these reforms and enforcement activities succeed in reaching the afore-mentioned objectives. Based on our study of ex post enforcement actions, which are actions that may lead to sanctions (such as prosecutions or administrative proceedings) or compensation orders, arising from breaches of directorial duties and corporate disclosure violations involving listed companies from 2000 to 2015, we find that (1) public enforcement dominates over private enforcement; and (2) there are important, but limited, substitutes for private enforcement: securities regulators use public enforcement to obtain compensation for investors, and shareholders file requisitions to remove errant directors. We argue that: (a) there is a significant gap in enforcement strategies for directorial wrongdoing in Singapore; (b) for public enforcement of corporate disclosure violations, the beneficiaries of the compensation should be the investors (rather than the company) and the defendants should only be the errant directors (and not the company). Our study is relevant to those jurisdictions considering the powers of regulators and improving their enforcement framework. [ABSTRACT FROM AUTHOR]

Squeeze-out transactions are controversial as the controlling shareholders may expropriate the minorities' shareholdings at unattractive prices. Existing scholarship has focused on the optimal approach towards regulating such transactions in the United States (US) and the United Kingdom (UK), which have widely dispersed public shareholdings, but little attention has been placed on jurisdictions with concentrated shareholdings, which may necessitate a different approach given that the prospects of expropriation are very high. This article fills the gap by examining Hong Kong and Singapore, which have concentrated shareholdings. Notwithstanding the fact that they have adapted their corporate and securities laws from the UK, Hong Kong ultimately provides greater minority shareholder protection than Singapore. We present empirical evidence that the differences in regulation have led to a smaller number of squeeze-outs but higher premiums payable to minority shareholders in Hong Kong, as compared to Singapore. However, Hong Kong firms experience higher levels of related party transactions prior to the squeeze-outs, which represent another form of tunnelling. We explain the differences in regulation and discuss the normative implications of our findings. Our study contributes to the broader literature that 'law matters' and provides case studies of how interest group politics shape the evolution of laws and regulation. [ABSTRACT FROM AUTHOR]