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Copyright of Studies in Law & Economics / Studia Prawno-Ekonomiczne is the property of Lodz Scientific Society / Lodzkie Towarzystwo Naukowe and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Although the corporate structure in China is characterised by the domination of state ownership, the beneficial effects of takeovers have motivated the legislator to regulate them. The aim of this article is to compare Chinese takeover regulation with EU takeover regulation and to discover the peculiarities and possible reasons for them. Due to the fact that the EU Directive on takeover bids is quite general in certain parts, for the sake of more accurate comparison, the legislation of Austria, Croatia, Germany and the UK has been taken into consideration when appropriate. The results of the comparison show that certain provisions of EU takeover regulation provide significant protection for minority stakeholders, which can potentially hinder takeovers. In contrast, at the cost of the protection of minority shareholders, Chinese legislators have opted to maximise the efficiency of takeovers that are deemed to be in the interest of the state. [ABSTRACT FROM AUTHOR]

We take advantage of the Brazilian mandatory corporate governance (CG) reporting system to build an overall Brazil Corporate Governance Index (BCGI) and subindices (CGIs), and track changes in firms' scores over the 10-year period from 2010-2019. We show that overall CG level improved significantly between 2010 and 2019, with most of the improvement over the first part of this period. The improvement has two sources: an increase in the proportion of high-standard listings (Novo Mercado and Level 2, NML2) versus low-standard listings (Level 1 and regular, L1R), and within-firm improvement in CG practices. In the first half of the sample period, both NML2 and L1R firms improved CG practices considerably. Overall improvement in the second half of the sample period reflects an increasing proportion of NML2 firms, plus gradual improvement in L1R CG levels; with nearly constant NML2 levels. Improvements were stronger for Board Procedure and Disclosure subindices. Firms in both listings improved their CG. Overall improvement was stronger in NML2 than in L1R, but was concentrated in the period from 2010-2015. [ABSTRACT FROM AUTHOR]

In the context of new changes in corporate legislation this article examines the specifics of the implementation and protection of the minority shareholders' right to demand fair compensation for the mandatory sale of their shares in case of transfering control over the company to other shareholders (participants). It is stated that implementing the right to mandatory buyback of shares by the owners of a controlling stake (more than 95 percent of ordinary shares), the problems arise concerning the violation of the right of the remaining minority shareholders to receive fair compensation for the mandatory sale of their shares. It is highlighted that issues on implementing the right to buy back shares at a fair price by controlling shareholders are caused by the flaws of Article 95 of the Law of Ukraine «On Joint Stock Companies» concerning involving a professional appraiser, that violates the general rules established by the legislation on limit prices. Involvement of the evaluation activity subject to the independent determination of the company shares' value at the request of minority shareholders who own at least 5% of the shares (or 1% in the case provided for by Article 95 of the Law on Joint Stock Companies), in order to overcome obstacles to exercise the right to a fair price through the mandatory sale of shares. The rule on the need to involve an appraisal activity subject conducting an independent appraisal of the value of the company's shares at the request of minority shareholders who own more than 5% of the shares (or 1% or more, if it is provided for in Article 95 of the Law on Joint Stock Companies) should be removed from the Law. The method, developed by judicial practice, to protect the right to receive a fair price for shares in case of transfering control is contained in Article 95 of the Law of Ukraine «On Joint Stock Companies». In accordance with clause 21 of this article, any shareholder who believes that the price of the mandatory sale does not meet the requirements established by clauses 5-7 of this article, has the right to demand from the plaintiff compensation for the fair value of the shares purchased for such requirements due to the court procedure. [ABSTRACT FROM AUTHOR]

Theoretical background: Free float (hereinafter referred to as FF) refers to the ratio of shares held by small investors (less than 5%) to all shares in a company. FF investors are generally unrelated to each other or to ma-jor shareholders and they constantly review the company’s current stock market valuation and thus improve the stock market efficiency. This means that the higher the FF, the potentially higher liquidity and better valuation of the company’s shares. A low FF recalls the institution of protecting the rights of minority shareholders, calls into question the sense of maintaining a public company status, and raises the potential risk of incorrect valuation. The literature generally lacks studies referring to all these issues as well as FF statistics in Poland. Purpose of the article: The purpose of the article is to sum up the term “free float”, analyze FF statistics on the Polish capital market, indicate the link between FF and market liquidity, identify potential risks associated with listed companies having low FF and to determine whether it makes sense for the strategic investor to maintain public company status with low FF. Research methods: Theoretical analysis (including analysis of capital market laws) and statistical analysis. Main findings: The research confirmed that the relationship between FF and stock market liquidity is positive, but only considering FF in nominal terms. On the Polish capital market, as the nominal level of FF increases, market capitalization and trading liquidity increase largely and the average market spread decreases slightly. The article also points out important risks associated with low FF conditioning low liquidity, such as the risk of stock manipulation and the risk of incorrect company valuation. Potential areas for changing the law on squeeze-out/sell out institutions due to the inadequacy of the FF percentage were also pointed out.

One of the principles known in legal science is the principle of “majority rule Minority Protection”, this principle emphasizes that minority shareholders are considered for their interests and rights. This is because with a minority position, they tend to be less protected rights compared to majority shareholders. The legal protection of the majority shareholders is quite guaranteed, especially through the general meeting of shareholders (RUPS). While the protection of minorities this is a new thing and get less attention. The problem in this study is the regulation of legislation against minority shareholders in closed companies in Indonesia and how the legal remedies of minority shareholders related to violations of their rights. Law No. 40 of 2007 concerning Limited Liability Companies (PT Law) has stipulated that minority shareholders who are harmed due to members of the Board of directors making mistakes or negligence may file a lawsuit against the company (direct lawsuit) and file a lawsuit on behalf of the company (derivative lawsuit). This legal research used normative juridical approach. The data used were primary and secondary data which were analyzed using quantitative method. The results showed that the concept of derivative action provides a balance between effective recovery for shareholders on the one hand and on the other hand provides flexibility to the board of directors to make decisions that are free from shareholder interference. This concept is based on the principle that shareholders should not be involved in managerial matters within the company. In addition, the concept of derivative action plays a role in corporate governance, by providing a deterrent effect against members of the company's Board of directors or commissioners who commit irregularities or fraud. The court shall conduct a stage of testing or examination of errors that have been committed previously by the company concerned, if the company or the company is proven guilty then it can be summoned to a court which will thereafter be decided or tried, in court only accept and examine the derivative lawsuit, provided that the shareholders own at least 1/10 of the shares or 10% of the total number of shares with voting rights, if the commissioners and or directors make a mistake. Then it is considered effective if as long as the regulation is good and regulates certain existing or applicable laws. However, if as long as the court or shareholders see from the law does not match the existing regulations then it is said to be ineffective.

The article aims to analyze the institution of the action in annulment of the decision of the General Meeting of Shareholders from the perspective of the protection of minority shareholders. Seen as a procedural mechanism for the protection of minority shareholders, the action in annulment of the decision of the General Meeting of Shareholders is rather a tool of a social nature available to shareholders who hold lower stakes in the share capital, and not only that. The same role has, in common-law legal systems, the institution called oppression remedy. Although, the institution of oppression remedy has a much wider scope of action, one of its possible consequences is the lack of effects of an act that the minority shareholders challenge in this way. Moreover, the action in annulment of the decision of the General Meeting of Shareholders fulfills two functions: the function of legality control and the function of a tool for resolving conflicts that may arise during the existence of the company, either between the majority and minority shareholders, or between them and different management bodies. [ABSTRACT FROM AUTHOR]

Copyright of Themis: Revista de Derecho is the property of Themis Asociacion and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

China’s listed companies have serious Principal-agent problem of the second kind. Large shareholders have violated the rights and interests of minority shareholders in an endless stream of cases. However, the voice of encouraging minority shareholders to actively participate in enterprise decision-making is growing day-by-day. However, there is no consensus on whether the enthusiasm of minority shareholders in decision-making can have a positive impact on enterprises. Therefore, this article takes China’s A-share listed companies from 2016 to 2020 as the research sample, and from the perspective of green innovation, discusses whether the minority shareholders’ active participation in enterprise decision-making can improve the level of green innovation of enterprises. The study found that the minority shareholders’ active participation in enterprise decision-making can improve the level of green innovation. Moreover, the minority shareholders’ “hand voting” improves the green innovation level of enterprises by influencing the media attention; A higher level of legal environment is conducive to strengthening the role of minority shareholders’ participation in the shareholders’ meeting in green innovation. Based on the property right nature, regional and industrial level, further research found that the minority share-holders’ role in improving green innovation capacity is more significant in non-state-owned enterprises, eastern regions and heavy pollution industries. The research results show that minority shareholders, as an important force to monitor the senior executives’ behavior and enhance corporate value, actively participate in corporate decision-making, can not only improve corporate governance, but also benefit the sustainable development of enterprises.

Dilution is a natural thing in running a company. The presence of dilution can cause losses. Anticipation of losses to dilution in Indonesia has been regulated in several regulations but has not fully addressed the issues related to dilution. Therefore, the concept of legal comparison is needed in further regulation. The writing method in this article is normative research using legal and conceptual comparative approaches. The results written in this article are (1) The existence of the concept of claims diluted explicitly with the determination of indicators as adverse dilution, (2) The existence of the concept of continuous supervision both before, at the time, and after capital addition activities that cause dilution to create legal protection for minority shareholders.

This research paper is an exploratory case study attempting to examine importance of effective governance mechanism for an organization. This case study is trying to exhibit several aspects of Corporate Governance involving role of board and management, role of Chairman and promoters, succession planning, protections of rights of minority shareholders to name few. The study uses qualitative data collected from secondary sources like legal journals, newspaper articles, books, company websites, annual reports, reports by regulatory bodies etc. The study is divided into various sections explaining the different phases of the case. Case study-based approach has been used in this study to narrate the sequence of the situation with in-depth investigation and analysis of relevant phenomenon. [ABSTRACT FROM AUTHOR]

Protecting minority shareholders' rights within the corporate governance domain constitutes one of the most challenging problems in modern corporations despite it being vital to corporate governance. In Saudi Arabia, shares are mostly owned by the family, while religion and culture play a significant role in corporate entities' decision-making process. This study aims to provide critical insights into the effectiveness of the legal framework and corporate governance in protecting minority shareholders' rights in the emerging economy of Saudi Arabia, using an ethnomethodology qualitative approach comprising interview surveys of a group of qualified participants drawn from segments of Saudi Arabia's society. The participants engaged in quasi-real life settings to enable meaningful and critical responses on various themes attached to corporate governance and the protection of minority shareholders' rights. Transcripts from the interviews were used as references in providing insights on the subject. The results demonstrate that minority shareholders' rights in Saudi Arabian public listed companies are sidestepped, and are not interpreted or implemented adequately to protect minority shareholders' interests. Such a situation presents a challenge to Saudi Arabia in implementing the country's Vision 2030 transformation programme towards a globalised economy. This study provides further research information and insights by analysing the opinions on the legal framework's applicability and corporate governance practices in protecting minority shareholders' rights in the Middle East and North Africa (MENA), particularly within the Gulf Cooperation Council countries. [ABSTRACT FROM AUTHOR]

This article explores the influence of qualifying factors on investment and innovation processes in the face of modern challenges. The influence of Ukraine's positioning in world rankings on the dynamics of investment and innovation processes is determined, which determines the degree of confidence of a foreign investor and highlights the main obstacles to the formation of an innovation-active environment within the country according to the structural components of the indices. Attention is paid to the scientific discussion of the issue of protecting the rights of minority shareholders, which has become aggravated with the implementation of the principle of liberalization of the Ukrainian financial market. The tendencies of the increase in the cost of borrowed resources within the country in connection with the policy of inflation targeting are considered, which reveals the difference between the planned and actual inflation target, since an increase in the discount rate is a managerial lever for reducing inflation. Attention is focused on a fairly high share of NPL loans in the structure of the loan portfolio of commercial banks, which necessitated improving access to credit information through the creation of a new public credit registry based on the NBU. The need has been identified for increasing the volume of the resource base, in particular with increasing the share of external sources of financing, which will help ensure competitive conditions for the implementation of the financial and economic activities of national producers. The expediency of introducing managerial financial and economic levers for the development of medium- and long-term financial instruments in the context of financing investment and innovation processes is substantiated. [ABSTRACT FROM AUTHOR]

The purpose of this study is to examine the moderating effect of foreign institutional investors on the relationship between political connection and tunneling. To achieve this goal, our study has examined all companies listed on the Indonesia Stock Exchange between 2015 and 2019, and obtained 1,571 firm-year observations. By using a quantitative approach and data analysis using moderated regression analysis, the results of this study indicate that foreign institutional investors play a role in weakening political connections to tunneling. This shows that foreign institutional investors have a role in reducing tunneling. These investors influence the behavior and performance of the company, so, even though the company has political ties, foreign institutional investors are less susceptible to political pressure and are more likely to negotiate to enhance the interests of minority shareholders, and protect their reputations. This finding has important implications for regulators to consider when evaluating the Investor Protection Act, in particular the protection of minority shareholder rights in companies with political ties.

Theoretical background: Free float (hereinafter referred to as FF) refers to the ratio of shares held by small investors (less than 5%) to all shares in a company. FF investors are generally unrelated to each other or to major shareholders and they constantly review the company’s current stock market valuation and thus improve the stock market efficiency. This means that the higher the FF, the potentially higher liquidity and better valuation of the company’s shares. A low FF recalls the institution of protecting the rights of minority shareholders, calls into question the sense of maintaining a public company status, and raises the potential risk of incorrect valuation. The literature generally lacks studies referring to all these issues as well as FF statistics in Poland. Purpose of the article: The purpose of the article is to sum up the term “free float”, analyze FF statistics on the Polish capital market, indicate the link between FF and market liquidity, identify potential risks associated with listed companies having low FF and to determine whether it makes sense for the strategic investor to maintain public company status with low FF. Research methods: Theoretical analysis (including analysis of capital market laws) and statistical analysis. Main findings: The research confirmed that the relationship between FF and stock market liquidity is positive, but only considering FF in nominal terms. On the Polish capital market, as the nominal level of FF increases, market capitalization and trading liquidity increase largely and the average market spread decreases slightly. The article also points out important risks associated with low FF conditioning low liquidity, such as the risk of stock manipulation and the risk of incorrect company valuation. Potential areas for changing the law on squeeze-out/sell-out institutions due to the inadequacy of the FF percentage were also pointed out. [ABSTRACT FROM AUTHOR]

We examine price competition with homogeneous products in the presence of general common ownership arrangements allowing for different corporate control structures. We show that equilibria with positive profits exist (including the monopoly outcome) when the manager places the same weight on the profit of her firm as on the average profit of all the other firms. This condition supports symmetric and asymmetric stakes and can arise as an equilibrium of a network formation game or a bargaining process. [ABSTRACT FROM AUTHOR]

The purpose of this study is to examine the moderating effect of foreign institutional investors on the relationship between political connection and tunneling. To achieve this goal, our study has examined all companies listed on the Indonesia Stock Exchange between 2015 and 2019, and obtained 1,571 firm-year observations. By using a quantitative approach and data analysis using moderated regression analysis, the results of this study indicate that foreign institutional investors play a role in weakening political connections to tunneling. This shows that foreign institutional investors have a role in reducing tunneling. These investors influence the behavior and performance of the company, so, even though the company has political ties, foreign institutional investors are less susceptible to political pressure and are more likely to negotiate to enhance the interests of minority shareholders, and protect their reputations. This finding has important implications for regulators to consider when evaluating the Investor Protection Act, in particular the protection of minority shareholder rights in companies with political ties. [ABSTRACT FROM AUTHOR]

This paper examines 781 proposals sponsored by minority shareholders of Chinese listed companies since the Company Law was revised in 2005, which made proposals more accessible to smaller shareholders. I find that the shareholder structure is essential for minority shareholders to target a company. When the controlling ownership is smaller and minority ownership is relatively larger, a company is more likely to be targeted by minority shareholders' proposals (MSPs). There is also evidence that minority shareholders target poor performers, but that only happens when the shareholder structure is optimal for minority shareholders to initiate activism. Power, in the form of ownership and identity, dominates the probability of activism behavior. The passage of MSPs heavily depends on whether the proposal is friendly to the management, the identity of the sponsor, and the issues involved. Being targeted by MSPs are often followed by forced top management turnover, but there are no performance improvements in the medium term. Minority shareholders' activism is more of a game of power. [ABSTRACT FROM AUTHOR]

This paper focuses on the amount of dividends paid to shareholders by companies in different countries and examines whether being in a country where the legal system offers weak shareholder protection affects dividend payments distributed to shareholders. The sample used for this study comprises 8,045 companies from 46 countries. Seven individual factors affecting shareholder protection were examined. Out of the seven factors, only two of them provide a significant relationship with dividend payments, and more specifically, the mechanisms put in place by companies to protect oppressed minority shareholders as well as minimum percentage share of capital in order for the shareholders to be eligible to call an extraordinary shareholder meeting.

Law Number 40 of 2007 concerning Limited Companies has stipulated that the minimum percentage limit for minority shareholding is 10%. This limit causes justice and legal protection for minority shareholders to be neglected. This article aims to discuss the formulation of determining the minimum percentage of minority shareholding that provides justice and legal protection for minority shareholders in future changes to the law. The method used is a normative legal research method with a statute approach and a conceptual approach. The results obtained are the idea of changing the law in the future, namely the formulation of determining the percentage of minority shareholding can use the economies of scale of a Limited Company by using an indicator of the amount of paid-in capital, with this arrangement it is expected to provide justice and legal protection for minority shareholders.

Copyright of Istanbul Law Review / İstanbul Hukuk Mecmuası is the property of Istanbul Law Review / Istanbul Hukuk Mecmuasi and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Dividend policy, as part of corporate governance, is largely dependent on the institutional environment in which companies operate. The study aims to determine factors affecting dividend policy in the conditions of the Ukrainian underdeveloped stock market, legal insecurity of minority shareholders, high cost and concentration of capital. For this purpose, hypotheses about the impact of a company’s financial state, size, business risk, and ownership structure on dividend payments were tested using a sample of 58 Ukrainian non-financial public joint-stock companies and applying Interactive tree classification techniques (C&RT). The resulting classification model for predicting dividend decisions correctly classifies 92.86% of companies that paid dividends and 93.3% of companies that did not. The findings, based on the classification tree and importance scale, prove the hypothesis that companies in which individuals and institutional investors have a controlling interest are more likely to pay dividends than other non-state companies. The financial indicators accurately classify only those firms that do not pay dividends, and business risk does not affect classification accuracy at all. The paper substantiates the ways of using the study findings for economic regulation, protection of minority shareholders’ rights, and proliferation of modern corporate governance practices.

Merger is one of the ways used by banks in Indonesia to expand their business, increase capital and create banking synergies which are business strategies in the future. This action must be taken through the General Meeting of Shareholders (GMS). Participants in the General Meeting of Shareholders (GMS) are the Shareholders, Commissioners and Directors. In reality, in a company that is already in the form of a company, shareholders will be divided into two types when viewed from the composition of share ownership, namely majority shareholders and minority shareholders. The interests of the dominant or majority shareholder and the minority shareholder in running the company's business are often inconsistent with one another. If in the General Meeting of Shareholders (GMS) there is a difference of opinion between the majority shareholder and the minority shareholder and the decision-making mechanism is the largest vote based on the most shares, the minority shareholder will always lose compared to the majority shareholder. This is very detrimental to minority shareholders because their goals and objectives are not achieved because they are defeated by the voting system based on the majority of shares. Therefore, minority shareholders need to be protected. The type of research used in this research is normative juridical. Sources of data used are secondary data consisting of primary, secondary, and tertiary legal materials. The data collection technique used in this research is library research. The rights of minority shareholders are personal rights, appraisal rights, preemptive rights, enquette rights, and derivative rights. There are two forms of legal protection, namely preventive and repressive. A form of preventive protection, namely legal protection given to minority shareholders, especially public limited liability companies. Preventive protection is protection to prevent disputes. In this preventive protection, legal subjects are given the opportunity to submit their objections or opinions before a government decision gets a definitive form. While repressive legal protection aims to resolve disputes that occur in the community in order to achieve a fair settlement. The handling of legal protection by general courts and administrative courts in Indonesia belongs to this category of legal protection. [ABSTRACT FROM AUTHOR]

The text examines the challenges and opportunities presented by new formats of general meetings held by public limited companies. These were brought about by a recent amendment to Law 6404/76, regulated by the Brazilian Securities and Exchange Commission - CVM, which allows the holding of a digital meeting (everyone participates exclusively by videoconference) or a hybrid format (some participate in person and some by videoconference). These new formats create an opportunity to bring shareholders closer to the corporate life of companies, as it enables online participation in debates and voting on matters of relevance and interest to the company. The text makes comments on the procedures laid out in CVM the regulations to be adopted by companies before, during and after the creation of these new formats and addresses some of the main challenges, such as the possibility of opposition to the digital format by minority shareholders, as a way to mitigate any possible abusive use of these new meeting formats and any loss of the minority shareholders' right to participate and vote. [ABSTRACT FROM AUTHOR]

• We explore the impact of private securities litigation by minority shareholders on corporate fraud. • Private securities litigation by minority shareholders deters corporate fraud. • Results are robust to a battery of sensitivity checks. Leveraging the pilot initiative on the diversified resolution mechanism for private securities litigation in China, our study explores the impact of private securities litigation by minority shareholders on corporate fraud. Employing a difference-in-differences analysis over the period 2010–2018, we observe a substantial reduction of 16.4 % in corporate fraud. This effect is particularly pronounced in companies with political connections and those characterized by weaker internal governance structures. Further analysis indicates a diminishing gap in corporate fraud between pilot and non-pilot firms after the nationwide expansion of the pilot program. These findings carry significant policy implications, particularly for emerging markets seeking to enhance protection for minority shareholders. [ABSTRACT FROM AUTHOR]

Related party transaction or RPT is a transaction that could either be harmful or beneficial to the company and minority shareholders. RPT can be considered as an efficient tool for the company or abused by the controlling shareholders. Therefore, one of the key factors to address this transaction is through disclosure. This study applied a content analysis method using materials that were largely library-based including primary and secondary data. The former was gathered from relevant theories to explain the application of the legal theories. Meanwhile, the latter was derived from published materials, such as textbooks, journal articles and online databases. In order to assess these materials, a combination of descriptive, critical and comparative data analysis approaches was employed in this study. This paper aims to understand the underlying applicable legal theories on RPT by analysing and comparing the disclosure framework in Malaysia, Singapore and Thailand that adopt the ASEAN Disclosure Standards (“ADSâ€). This paper finds that there is a disparity in the disclosure standard among these states despite having ADS in place. This problem calls for a clearer ex-ante approval process in ADS and to consider the model from the European Union’s Shareholders Amending Directive 2017/828 to improve the disclosure framework in each jurisdiction. In conclusion, ADS indicated the requisite for the conflicted parties to declare and obtain approval from the minority shareholders however with unclear procedure and minimal threshold.

The purpose of the present article is to analyse the connection between the protection of minority shareholders and International Financial Reporting Standards’ (IFRSs’) adoption. Thus, the authors estimate the status of IFRSs’ adoption for 109 countries and involve the Protecting Minority Investors’ ranking (as a component of Ease of Doing Business Index provided by World Bank). In order to deal with the reverse causality issues, a GMM methodological framework was adopted. The results reveal that the impact of IFRSs’ adoption on a country’s rank (in respect to the status of minority investors’ protection) is reverse U-shaped and statistically significant. These findings are robust, even if we consider different control variables (legal system features, conditions of borrowed financial resources’ markets and insolvency resolution procedures) and estimation methodologies. In addition, the authors compare OECD versus non-OECD countries and find that the strongest impact of IFRSs’ adoption is in the case of the latter group.

The article highlights the role of an eccentric troublemaker at the beginning of the twentieth century – Lucien Bailly. The Pont-à-Mousson company's archives, one of the major joint stock companies in the mining industry at that time, provide a wealth of information about this very interesting character. It is argued that Lucien Bailly paved the way for present-day activism. While the nature of shareholder-activists is far different today, there is a similar dichotomy between private and public or cooperative and hostile actions. This is the true legacy of Lucien Bailly. He was also the pioneer of proxy fights with the creation of the first association defending minority shareholders and the precursor of social activism. [ABSTRACT FROM AUTHOR]

Corporate legal relations in Ukraine are in constant evolution and improvement. Current procedural legislation tries to keep up with these relations and "lend a shoulder" when a need arises to protect the rights of members (shareholders, owners). It is generally known that in 2015 the Code of Economic Procedure of Ukraine was amended with a provision enabling shareholders (members, founders, owners) of a legal entity to file lawsuits in seeking protection of the interests of this legal entity in cases when management (management body granted this right by law) avoids filing a lawsuit against the person who caused losses to this legal entity. However, not all of the main elements of these legal relations are clearly and uniformly established by law and confirmed by judicial practice. The article aims at studying the derivative action as a method of protection in economic proceedings, at identifying the gaps in its regulation and developing proposals for improvement of economic procedure legislation on this issue. The author identifies and systematizes the characteristics of derivative action. The author demonstrates that at the legislative level the legal structure of derivative action has not yet been finalized, and some issues are being resolved at the level of judicial practice. In general terms, derivative action may be defined as the right of shareholders and (or) members of a legal entity to take legal recourse on behalf of and in the interests of such a legal entity demanding that an official reimburse the losses caused by his/her actions or omissions, including after the powers of such an official are terminated. Although the structure of derivative action appears to be a very efficient measure to protect the rights of owners (shareholders, members) of a legal entity, however, it should be recognized that the legislative array contains some shortcomings and inconsistencies which the legislator needs to eliminate as soon as possible. The author substantiates the expediency of ensuring that the Code of Economic Procedure of Ukraine provides for a clear definition of the right to file derivative actions granted to owners (members, shareholders) who collectively own 10 or more percent of a legal entity's authorized capital. In conclusion the author maintains that in assessing the actions of legal entity's officials as misconduct which caused damage to the legal entity concerned, economic courts should bear in mind that at the moment of considering such an economic case, the official may no longer be an official of the plaintiff, however, he/she held a relevant executive position at the time of entering into a contested transaction and his/her actions determined whether the transaction would or would not be concluded. This should be reflected in a procedural law which will eliminate possible abuse by the parties to the process, as well as possible variance of interpretation of these provisions by courts of law. [ABSTRACT FROM AUTHOR]

A business cluster is the merging of two businesses or more, under the authority of one company called the parent company; the companies under its control are called the affiliates. What raises the debate about business clustering is the contradiction that may appear, at first glance, in the modus operandi of this business cluster and the relationship existing between its structures, knowing that the affiliated company has a legal independent status, but is at the same time subordinate to the parent company and subject to its control. The absence of an independent and detailed legal text to organize the mysteries of this giant economic structure makes this debate more intense.

Abstract: This paper aim to analyze the legal implications of legal conflicts between Article 126 paragraph 1 and paragraph 3 of UUPT.Article 126 paragraph (1) of Law no. 40 of 2007 regarding Limited Liability Company (UUPT) states that the acquisition process should consider the interests of minority shareholders. But in article 126 paragraph (3) UUPT that the business undertaken by minority shareholders under Article 62 UUPT does not stop the acquisition process. It appears that the UUPT has not yet provided legal protection for minority shareholders and there is a legal conflict between Article 126 paragraph (1) of the Company Law which wishes to provide legal protection to minority shareholders and paragraph (3) of the article which illustrates that the shareholders' Minorities do not stop the acquisition process. By approach of legislation and case approach, the result is that there is no legal certainty over legal efforts by minority shareholders in using the voting rights in accordance with the shares they hold when the minority shareholders do not approve the acquisition. UUPT has not provided clear legal protection for minority shareholders so that in the process of acquisition of minority shareholders is impaired Abstrak: Tulisan ini bertujuan untuk menganalisis implikasi hukum terhadap konflik hukum antara pasal 126 ayat 1 dan ayat 3 dari UUPT. Pasal 126 ayat (1) UU No. 40 Tahun 2007 tentang Perseroan Terbatas (UUPT) menyatakan bahwa proses akuisisi harus memperhatikan kepentingan pemegang saham minoritas. Tetapi pada Pasal 126 ayat (3) UUPT tersebut menyatakan bahwa usaha yang dilakukan pemegang saham minoritas berdasarkan Pasal 62 UUPT tidak menghentikan proses akuisisi. Terlihat belum konsistennya UUPT memberikan perlindungan hukum bagi pemegang saham minoritas dan terlihat adanya konflik hukum antara Pasal 126 ayat (1) UUPT yang ingin memberikan perlindungan hukum kepada pemegang saham minoritas dan ayat (3) dari pasal tersebut yang menggambarkan bahwa upaya hukum yang dilakukan pemegang saham minoritas tidak menghentikan proses akuisisi. Kajian menggunakan pendekatan perundang-undangan dan pendekatan kasus diperoleh hasil bahwa tidak adanya kepastian hukum atas upaya hukum yang dilakukan pemegang saham minoritas dalam menggunakan hak suara sesuai dengan saham yang dimilikinya ketika pemegang saham minoritas tidak menyetujui dilakukannya akuisisi. UUPT belum memberikan perlindungan hukum yang jelas bagi pemegang saham minoritas sehingga dalam proses akuisisi pemegang saham minoritas dirugikan DOI : http://dx.doi.org/10.17977/um019v2i22017p115

Regarding the development of sustainable governance systems, many regulators have issued and developed self‐regulatory codes defining the characteristics and ideal features of government models. The adoption of codes of good governance could serve as a mechanism to increase the level of legal protection for minority shareholders. Thus, this paper aims to measure the effective compliance by Italian listed companies with the Italian Code's recommendations on related party transactions and to assess the level of legal protection for minority shareholders in the Italian stock market. Using a quantitative method, our findings suggest that FTSE MIB companies are effectively compliant and that public utilities companies are as well. We also carried out an ordinary least squares (OLS) regression and found that companies with a higher market value and a greater presence of independent and non‐executive directors assure a higher level of compliance. We observed that widely held firms have a positive effect on the level of legal protection for the minority shareholders. Our paper contributes to enriching the sustainable governance models, and it is directed to academic and practical communities. [ABSTRACT FROM AUTHOR]

Institutional investors have recently been under the spotl ight of the antitrust authorities to assess whether they could control business strategies of competing companies because of their minority participation and whether this phenomenon may reduce incentives to compete and lead to collusive outcomes. In this framework, the article will assess the possibility of tackling the envisaged antitrust concerns of holding minority shares in competitors under the existing competition law framework and question whether new measures should be implemented. This analysis will be carried out in view of the economic rationale underlying common shareholding to investigate whether, from an economic point of view, institutional investors' strategies may indeed lead to an efficient outcome and be beneficial to consumers. [ABSTRACT FROM AUTHOR]

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Using a sample of 595 firms listed in the capital markets of Argentina, Brazil, Chile, Colombia, Mexico, and Peru for the period of 2000-2015, we confirm prior literature by showing that when power distribution among several large shareholders (contestability) increases, firms' financial performance is enhanced. More interestingly, we find that these relations are even more significant in family-owned firms, emphasising the relevance of contesting control in this kind of firm. Furthermore, contestability has a greater influence in family firms that have the most concentrated ownership. We also find that the legal framework attenuates the impact of the balance of ownership. Here, contesting control acts as an internal corporate governance mechanism that provides an alternative to the external legal setting. Taken together, our results mean that in institutional settings characterised by weak investor protection and possible con- flicts of interest among shareholders, oversight by multiple large, non-related shareholders (balanced ownership concentration) becomes an important governance mechanism. [ABSTRACT FROM AUTHOR]

Copyright of Revista Jurídica (0103-3506) is the property of Revista Juridica and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)