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The problem of corporate governance and minority shareholder protection in the State of Qatar is path dependent. The permanency of agency cost, as a result of path-dependent variables, such as cultural and political factors, is believed to have a negative impact on an investment-friendly environment within the legal framework. While the agency problem in the United Kingdom seems to share similar issues with agency attributes, the situation in state-owned enterprises in Qatar, is different. Qatar suffers from principal-principal agency problems due to the abnormal ownership structure in its financial markets. The agency problem becomes more complex because of the influence of cultural, political and historical arrangements in the structure of corporate governance, especially when the government decides to do business by being a shareholder alongside private-sector investors. This thesis argues that previous reforms of the legal design were not investor-driven but state-driven. Thus, Qatar has hitherto suffered from insufficient corporate governance legal strategies afforded to investors to curb the expropriation practices of controlling shareholders that arise from the role of a path dependency that sought to limit the development of shareholder remedies in the interest of controlling shareholders. The grounds of insufficiency in providing adequate safeguards for minority shareholders in corporate law and corporate governance come from the non-recognition of minority rights in a highly concentrated environment in which the state and family have the main role in shaping corporate governance. The presence of minority investors in a highly concentrated ownership environment is prone to a divergence of interests due to opportunist practices by majority shareholders. This thesis argues that Qatar has not yet sufficiently addressed the principal-principal agency issue and, therefore, it needs different tactics unlike those existing in Organisation for Economic Co-operation and Development countries. External and internal legal strategies for corporate governance are underdeveloped in Qatar owing to the legal culture of path dependence, the concentration of ownership among families and the state, the proximity of the state to the lawmaking processes, and the non-independence of corporate and security regulators. Qatar still suffers from a gap in external legal strategies that prevents minority shareholders from enforcing directors' duties and pursuing the interests of the company after a wrong has occurred. The persistence of the gap in the protection of minority shareholders is due to a lack of interest in enhancing private enforcement methods. The gap is associated with the undeveloped legal culture and the presence of the state triumvirate as a shareholder, regulator and lawmaker. Internal legal strategies for corporate governance suffer from the problem of shareholders' apathy and free-riding. Moreover, institutional investors face stiff challenges due to the dominance of the controlling shareholder and their role being passive, thus similar to that of retail investors. Based on the above findings, this thesis argues that modernising the legal design of minority shareholder protection is not sufficient inasmuch as the institutional setting of Qatar's financial markets is rudimentary. Reforming the legal framework of minority shareholder protection must be accompanied by a remodelling of the legal culture of financial investment and curbing political intervention in the development of the financial market. The embedded path dependency norms in the investment culture and political interventionists will lead to the persistence of structural difficulties in corporate governance and minority shareholders' problems. Finally, this thesis proposes the Qatar Financial Centre as an alternative model of reforming the system of minority shareholders and corporate governance. The structural problems plagued by Qatar civil law framework allows the platform of the Qatar Financial Centre to avoid the complexity and path-dependence problems suffered by the civil law framework. The Qatar Financial Centre has been constructed as a common law platform with a robust judicial system. The deeply rooted path-dependent problems have had less effect on the development and structure of the Qatar Financial Centre. Minority shareholders have access to multi legal strategies to curb controlling shareholders self-interest practices.

United States nonprofits are governed by boards of directors who have legal responsibilities based on the fiduciary duties of care, loyalty, and obedience. Boards, along with the chief executive, are held responsible to fulfill these standards which are designed to hold nonprofits legally accountable to carry out their tax exempt purpose by using organizational resources for the intended purpose, avoid conflict of interest, and ensure compliance. However, despite this weighty responsibility and the voluntary nature of nonprofits, no standardized process exists to educate nonprofit leaders about their legal responsibilities. While governance is a key area of nonprofit research, there is limited empirical evidence about how nonprofit leaders satisfy legal accountability demands. Using quantitative methods, this three paper dissertation establishes baseline data about nonprofit leader fiduciary knowledge, source of knowledge, and application of knowledge in their governance activities. A survey tool developed for this study yielded 186 responses from San Diego County nonprofit leaders. Using role and board service as the primary demographics, the results show that most nonprofit leaders believe they have enough knowledge of the fiduciary duties and frequently use their knowledge in the performance of their governance duties. However, when tested for actual knowledge, only 41% of board members and 70% of executives passed. When analyzed by board service, 56% of those who served on one to four boards in the past 15 years and 31% of those who have served on five or more boards passed. Further results show that nonprofit leaders were more likely to rely on informal sources of knowledge, such as conversations with their colleagues and other board members and less on more formalized sources, such as board orientations or a board manual, regardless of role or board service. Implications of this study point to the need for increased fiduciary duty knowledge amongst nonprofit leaders. Furthermore, this study can inform regulators, funders, and practitioners to develop standards and fund training to strengthen nonprofit accountability. As nonprofit leaders understand their fiduciary duties more fully, they are empowered to make decisions about organizational resources that uphold their legal responsibilities to carry out the mission.

This article wades into the debate between contractarians and anti-contractarians over the extent to which statutes on unincorporated business entities should limit the ability of the participants in those entities to contract around fiduciary duties. Statutes enacted in the past several years provide considerable, but not complete, freedom to limit fiduciary duties. Contractarians argue that statutory limitations are inefficient and unnecessary, while anti-contractarians take the view that the statutes provide too much freedom of contract. This article stakes out a middle ground, arguing that the drafters of the statutes got it right and that in the absence of statutory limitations the courts would likely impose limitations. The middle ground chosen - that limitations cannot be "manifestly unreasonable" - should prove workable over time. By providing statutory guidance, lawyers and others advising unincorporated business entities will be better able to craft enforceable agreements. Finally, this article presents some ideas on how courts might interpret the term "manifestly unreasonable."

"Copyright © 1995 by Law and Contemporary Problems."

"Copyright © 1995 by Law and Contemporary Problems."

"Copyright © 1995 by Law and Contemporary Problems."