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Based on China’s newly established Securities Investor Services Center (CSISC), a minority shareholder protection mechanism, we investigated how the CSISC shareholder influences the ESG performance of listed companies. Using a difference-in-differences analysis for a sample of Chinese listed companies during 2013–2017, we found that the pilot reform of CSISC shareholding has a positive influence on the ESG performance of listed companies. We also found that this effect exists in large companies and in companies in non-high-polluting industries. Besides, analysts’ attention, external auditing quality, institutional shareholding, and highly-developed market intermediary and legal systems can strengthen the effect of CSISC shareholding on corporate ESG performance. Our findings inspire regulators in emerging markets to establish suitable mechanisms to protect minority shareholder rights in the long run.

A fundamental objective of stock market regulation is investor protection, which influences the stability and the degree of development of capital markets. We use eleven years (2006-2016) of panel data from the World Bank, on the evolution of minority shareholders' protection. This paper aims at understanding the connection between regulation and the development of capital markets, both for developed and emerging European Union countries. The results are consistent with some of the results from empirical research in law, demonstrating a positive link between investor protection and stock market development during the analyzed period, after controlling for other drivers of stock market development, such as GDP growth and level of taxation. The results outline the importance of stock market regulation, making clear that minority shareholder regulation and its enforcement should be further improved in the European Union member states.

Building on some of the key findings of the so-called law matters theory and its criticism, and taking into account that the economic growth of the Slovenian economy is weak, this paper emphasizes the importance of the minority shareholder protection for the economic growth. Since a group of companies has become the prevailing form of large enterprises, the focus of the paper is on the outside minority shareholder protection. Although groups of companies are a well-known and established topic in several law sectors at the national and the EU level (competition law, tax law, labour law etc.), they are only seldom the subject of the national or EU company law. However, Slovenia is one of only a few member states that have codified company law relating to group of companies. This paper finds that Slovenian normative framework provides a comprehensive protection for outside minority shareholder. As it is especially the enforcement matters that are relevant, not only the codified law (in books), further research on the Slovenian company law relating to group of companies is legitimate and necessary, and should revolve around the question of whether the regulation has achieved the desired objectives in the practice. Izhajajoč iz nekaterih ključnih ugotovitev in kritik t. i. teorije law matters ter ob upoštevanju dejstva, da je gospodarska rast v Republiki Sloveniji šibka, predmetni prispevek poudarja pomen varstva manjšinskih delničarjev za gospodarsko rast. Glede na ekonomsko realnost, da je koncern postal prevladujoča oblika velikih podjetij, se prispevek osredotoča na varstvo zunanjih manjšinskih delničarjev. Četudi nekatera pravna področja na nacionalni in EU ravni urejajo posamezna vprašanja v zvezi s koncerni (konkurenčno pravo, davčno pravo, delovno pravo itd.), so ti le redko predmet nacionalnega ali EU prava družb. Slovenija je ena redkih držav članic, ki je kodificirala koncernsko pravo (družb). Predmetni prispevek ugotavlja, da slovenski normativni okvir zagotavlja obsežno varstvo zunanjim manjšinskim delničarjem. Ker pa ni relevantno zgolj kodificirano pravo (v teoriji), temveč je pomembno zlasti izvajanje prava v praksi, je upravičeno in potrebno nadaljnje raziskovanje slovenskega koncernskega prava, in sicer zlasti z vidika vprašanja, ali so doseženi željeni učinki koncernskega prava v praksi.

The aim of this thesis has been to analyze briefly the instruments of protection for minority shareholders in the limited liability company after the recodification of the Czech private law, to follow the modern trend of this topic and to evaluate the changes in regards to the previous codification. The thesis is structured as follows. The first chapter is divided into two subchapters. In the first one the basic terms important for the rest of the thesis has been explained, such as limited liability company, minority shareholder and qualified minority shareholder.The second subchapter characterizes the importance of protection for minority shareholders. The particular instruments of minority shareholders' protection are listed and analyzed in the second chapter. It has been structured into several subchapters according to the subjects of each type of a minority shareholder protection (qualified shareholders, minority shareholders, all shareholders). The instruments belonging to the qualified shareholders are: the right of calling a general meeting according to the par. 187 of the zákon o obchodních korporacích Code and a right to suggest topics to be discussed at a general meeting. The instruments which may be used by all minority shareholder are: the separate voting and cumulative voting....

The empirical literature on institutions and development has been challenged on grounds of reverse causality, measurement error in institutional indicators, and heterogeneity. This paper uses firm-level data across countries to confront these challenges. Instead of analyzing ultimate outcomes, such as income levels where institutional quality is likely endogenous, the focus is on firm-level external finance. Moreover, institutions are “unbundled” to explore how various types of institutions affect external finance differently. The paper documents that micro firms have significantly less access to external finance than small and medium firms. General financial development and contracting institutions that facilitate transactions between private parties exert little effect, on average, on firms’ access to external finance. In contrast, property rights institutions that constrain political and economic elites exhibit stronger positive association with access to external finance. The analysis finds evidence of attenuation bias associated with error in measuring institutions. For leveling the playing field between elite and non-elite firms (as proxied by firm size) in their access to external finance, property rights institutions also figure more prominently—with an important exception for the information environment, a component of contracting institutions. The results indicate that a specific channel through which development is affected more by property rights institutions rather than contracting institutions is external financing for firms.

This report summarizes the experiences of 19 companies from across the region. Each of the case studies highlights the key corporate governance changes made and the positive impacts that resulted, as reported by the company. The companies represent various countries, sectors, types, and sizes. All of the companies featured are former IFC Advisory Services clients. Some are IFC Investment clients as well. IFC conducted an in-depth corporate governance assessment for each of these companies using IFC’s Corporate Governance Methodology. The assessments resulted in specific recommendations on ways to improve each company’s governance framework and identified implementation plans. The assessments were conducted at various points over the past few years. The time taken to implement changes and realize benefits varied. However, all companies reported that governance changes are continuous and the corresponding benefits manifest themselves in different forms over time. This report provides examples of companies in various stages of change – from recent changes (e.g., Medgulf) to ongoing, longer-term changes (e.g., Bank Audi). This report also includes testimony from three MENA private equity firms (all IFC investment clients). Collectively, these firms have worked with 72 investee companies (past and present funds). Selected based on their association with IFC and their willingness to share their insight and experiences, these firms offer a valuable window into the importance of corporate governance from an investor’s perspective. The material in this report is based on feedback gathered through individual interviews with each organization featured, resulting in well-considered responses. The achievements highlighted are all the more notable given that the interviews and information gathering process took place in in late 2009 (first edition) and 2013 (for current edition), when the region was still under the stress of the crisis.

Current reform concerning directors’ remuneration relies on improving legal rules and self-regulation to minimise expropriation of minority shareholders. These have prominently focussed on empowering shareholders. Nonetheless, it is unclear as to the extent these reform proposals are compatible within the concentrated shareholding structure. Some of the reforms taking place in developed countries are suited for dispersed shareholding structure and thus transplanting them to emerging economies with concentrated shareholders may be ineffective. Malaysia poses an interesting case study, especially to countries with similar ownership structure as the concentrated shareholding structure raises different agency problems. The issue of protection of minority shareholder rights and the prevention of abuse of the controlling power by paying excessive remuneration to the executives is therefore a subject of due consideration in Malaysia and countries with similar shareholding structures. This article recommends that Malaysia and other emerging countries look into encouraging limited shareholder empowerment in tandem with laws., Aktualna reforma koja se odnosi na direktorske naknade oslanja se na izmjene pravnih propisa i samoregulatornih akata kako bi se izvlaštenje manjinskih vlasnika svelo na minimum. Ti su propisi poglavito usmjereni na povećanje ovlasti vlasnika. Međutim, nije posve jasno do koje su mjere prijedlozi ovih promjena prikladni za koncentriranu strukturu vlasništva. Neke od reformi koje se provode u razvijenim zemljama prikladne su za disperzivnu strukturu vlasništva i stoga bi njihova neselektivna primjena u gospodarstvima ubrzanog razvoja mogla biti neučinkovita. Malezija predstavlja zanimljiv slučaj, osobito za zemlje sa sličnom vlasničkom strukturom, budući da koncentrirana struktura vlasništva izaziva mnogo problema agencijama. Pitanje zaštite prava manjinskih vlasnika te sprječavanje zloporabe nadzorne ovlasti preko plaćanja visokih novčanih naknada izvršnim upraviteljima predmet je kojemu treba posvetiti dužnu pozornost u Maleziji i zemljama sa sličnom vlasničkom strukturom. Ovim se člankom sugerira da Malezija i druge zemlje ubrzanog razvoja trebaju razmotriti osnaživanje ograničenog proširenja ovlasti vlasnika u skladu sa zakonom.

This paper contrasts the recent European initiatives on regulating corporate groups with alternative approaches to the phenomenon. In doing so it pays particular regard to the German codified law on corporate groups as the polar opposite to the piecemeal approach favored by E.U. legislation. It finds that the European Commission's proposal to submit (significant) related party transactions to enhanced transparency, outside fairness review, and ex ante shareholder approval is both flawed in its design and based on contestable assumptions on informed voting of institutional investors. In particular, the contemplated exemption for transactions with wholly owned subsidiaries allows controlling shareholders to circumvent the rule extensively. Moreover, vesting voting rights with (institutional) investors will not lead to the informed assessment that is hoped for, because these investors will rationally abstain from active monitoring and rely on proxy advisory firms instead whose competency to analyze non-routine significant related party transactions is questionable. The paper further delineates that the proposed recognition of an overriding interest of the group requires strong counterbalances to adequately protect minority shareholders and creditors. Hence, if the Commission choses to go down this route it might end up with a comprehensive regulation that is akin to the unpopular Ninth Company Law Directive in spirit, though not in content. The latter prediction is corroborated by the pertinent parts of the proposal for a European Model Company Act.

In cross-border acquisitions, the differences between the bidder and target corporate governance have an important impact on the takeover returns. Our country-level corporate governance indices capture the changes in the quality of the national corporate governance regulations over the past 15 years. When the bidder is from a country with a strong shareholder orientation (relative to the target), part of the total synergy value of the takeover may result from the improvement in the governance of the target assets. In full takeovers, the corporate governance regulation of the bidder is imposed on the target (the positive spillover by law hypothesis). In partial takeovers, the improvement in the target corporate governance may occur on voluntary basis (the spillover by control hypothesis). Our empirical analysis corroborates both spillover effects. In contrast, when the bidder is from a country with poorer shareholder protection, the negative spillover by law hypothesis states that the anticipated takeover gains will be lower as the poorer corporate governance regime of the bidder will be imposed on the target. The alternative bootstrapping hypothesis argues that poor-governance bidders voluntarily bootstrap to the better-governance regime of the target. We do find support for this bootstrapping effect.

In cross-border acquisitions, the differences between the bidder and target corporate governance have an important impact on the takeover returns. Our country-level corporate governance indices capture the changes in the quality of the national corporate governance regulations over the past 15 years. When the bidder is from a country with a strong shareholder orientation (relative to the target), part of the total synergy value of the takeover may result from the improvement in the governance of the target assets. In full takeovers, the corporate governance regulation of the bidder is imposed on the target (the positive spillover by law hypothesis). In partial takeovers, the improvement in the target corporate governance may occur on voluntary basis (the spillover by control hypothesis). Our empirical analysis corroborates both spillover effects. In contrast, when the bidder is from a country with poorer shareholder protection, the negative spillover by law hypothesis states that the anticipated takeover gains will be lower as the poorer corporate governance regime of the bidder will be imposed on the target. The alternative bootstrapping hypothesis argues that poor-governance bidders voluntarily bootstrap to the better-governance regime of the target. We do find support for this bootstrapping effect.

In cross-border acquisitions, the differences between the bidder and target corporate governance have an important impact on the takeover returns. Our country-level corporate governance indices capture the changes in the quality of the national corporate governance regulations over the past 15 years. When the bidder is from a country with a strong shareholder orientation (relative to the target), part of the total synergy value of the takeover may result from the improvement in the governance of the target assets. In full takeovers, the corporate governance regulation of the bidder is imposed on the target (the positive spillover by law hypothesis). In partial takeovers, the improvement in the target corporate governance may occur on voluntary basis (the spillover by control hypothesis). Our empirical analysis corroborates both spillover effects. In contrast, when the bidder is from a country with poorer shareholder protection, the negative spillover by law hypothesis states that the anticipated takeover gains will be lower as the poorer corporate governance regime of the bidder will be imposed on the target. The alternative bootstrapping hypothesis argues that poor-governance bidders voluntarily bootstrap to the better-governance regime of the target. We do find support for this bootstrapping effect.

In cross-border acquisitions, the differences between the bidder and target corporate governance have an important impact on the takeover returns. Our country-level corporate governance indices capture the changes in the quality of the national corporate governance regulations over the past 15 years. When the bidder is from a country with a strong shareholder orientation (relative to the target), part of the total synergy value of the takeover may result from the improvement in the governance of the target assets. In full takeovers, the corporate governance regulation of the bidder is imposed on the target (the positive spillover by law hypothesis). In partial takeovers, the improvement in the target corporate governance may occur on voluntary basis (the spillover by control hypothesis). Our empirical analysis corroborates both spillover effects. In contrast, when the bidder is from a country with poorer shareholder protection, the negative spillover by law hypothesis states that the anticipated takeover gains will be lower as the poorer corporate governance regime of the bidder will be imposed on the target. The alternative bootstrapping hypothesis argues that poor-governance bidders voluntarily bootstrap to the better-governance regime of the target. We do find support for this bootstrapping effect.