Minority Protection in Proceedings for the Settlement of Disputes Between Shareholders

“A limited company is more than a mere judicial entity, with a personality in law of its own： Behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se”. The competitive attitude of the member states of the EU （European Union）, to become the most attractive for companies results in law reforms aiming at more flexible conflict between shareholders. Besides, the economic objective of avoiding a company＇s dissolution, the English, Dutch, and Belgian exit proceedings for the settlement of disputes between shareholders set up a social objective： protecting the interests of the minority shareholder of a private limited company. The paper consists of four chapters. The introduction lays out the necessity of buy-outs for shareholders of a private limited company. The first chapter describes the different facts justifying the buy-out of a shareholder on the basis of serious grounds. The second chapter presents the findings of a comparative research of the valuation of the shares transferred in an English, Dutch, and Belgian procedure. Finally, the conclusion summarises in which way the English, Dutch, and Belgian legal system protect the interests of the minority shareholder of a private limited company.

Tracing Ultimate Shareholders＇ Double Control Chain in Listed Companies- Using the Theory of Organizational Routine Evolution

Based on the epistemology and methodology of organizational routine evolution, this paper presents a systematic analysis on how ultimate shareholders control listed companies by means of equity control chain in a pyramid structure and social capital control chain hidden in social networks. First, this paper examines the internal logic of ultimate shareholders＇ double control chain and designs an iterative model for dynamic evolution intent proceeding from ultimate shareholders ＇degree of intent for social capital control. Finally, with the case study of Inner Mongolia Caoyuan Xingfa Co., Ltd., this paper reveals the process and mechanism of ultimate shareholders＇ creation of double control chain.

The Role of Financial Performance as a Moderator on the Relationship Between Financial Leverage and Shareholders Return

The study examines the moderating effects of financial performance on the relationship between financial leverage （FL） and shareholders return （SR）. Panel data of pharmaceutical companies listed in the National Stock Exchange （NSE） were used for 13 years for the period from 2002-03 to 2014-15. Findings indicated that FL is significantly related with SR. However, financial performance has an insignificant relationship with SR and did not moderate the relationship between FL and SR.

Analysis of the Relationship between Ultimate Controlling Shareholders and Private Enterprises＇ Business Performance

In China, major shareholders of private listed enterprise could control its production and operation by virtue of few resources which makes it possible for ultimate controlling shareholders to expropriate minority shareholders＇ rights and interests.In this paper, we studied the relationship between ultimate controlling shareholders and business performance of private enterprises based on the theory of ultimate controlling shareholders and made relevant conclusions and recommendations.

A Research on the Relationship of Charismatic Leadership Behaviors of Agricultural Cooperative Managers With Cooperative Shareholders＇ Performance and Satisfaction

In this study, the cooperative shareholders＇ performance and satisfaction were investigated as antecedent. Charismatic leadership of cooperative managers has been identified as antecedent. In addition, shareholders＇ age, education, land size, and duration of membership in the cooperative were investigated to have effect on the shareholder＇s performance and satisfaction. Charismatic leadership of cooperative managers is the subject of research on the effects of performance and satisfaction of the cooperative shareholders. A field survey was conducted. This study has been applied to Cukobirlik, an agricultural sale cooperative in East Mediterranean of Turkey. The researchers collected data by random questionnaire method. The research data were collected from 155 cooperative shareholders. For the data, exploratory factor, correlation, and regression were analyzed. The results of this analysis show that there is a meaningful relationship between charismatic leaders and the performance and satisfaction of shareholders for these cooperatives. Another result, there is significant relation between land size of cooperative shareholders and the performance and satisfaction of cooperative shareholders.

The Shareholders' Responsibility for Contribution of Balance of the Equity Assignee

2005年修订的《公司法》第31条规定:"有限责任公司成立后,作为发现设立公司出资的非货币财产的实际价额显著低于公司章程所定价额的应当由交付该出资的股东补足其差额;公司设立时的其他股东承担连带责任。"从该条规定可知,差额补缴责任的主体为公司成立后发现的特定的瑕疵出资人。

Large shareholders and accounting research

Large shareholders are a potentially very important element of firms' corporate governance system. Whereas analytical research is typically vague on who these large shareholders are, in practice there are important variations in the types of large owners(and the different types of large owners could play very different governance roles). After briefly reviewing the standard agency cost arguments, in this article I emphasize the heterogeneity of concentrated ownership and in particular focus on the roles of families, institutions, governments, and employee ownership. I also discuss the role of large shareholders in private(i.e., unlisted) firms, where ownership tends to be more concentrated than in publicly traded firms. Finally, I briefly discuss variations in ownership structures across selected countries.

Multiple large shareholders and corporate environmental protection investment:Evidence from the Chinese listed companies

Agencies can reduce problems by adopting a governance structure of multiple large shareholders.However,multiple large shareholders may collude,thereby reducing the behavior that can create long-term value for the company.This paper uses a sample of companies listed on the Shenzhen and Shanghai stock exchanges between 2008 and 2017 to investigate the relationship between multiple large shareholders and corporate environmental protection investment(CEPI).We find that multiple large shareholders will significantly reduce CEPI.Specifically,external supervision and a company’s ownership structure affect the relationship between multiple large shareholders and CEPI.In addition,after participating in SOEs,non-state-owned shareholders will significantly improve CEPI of SOEs.

Does strengthening large shareholders'cash flow rights reduce their expropriation motivation?Evidence from China's dividend tax reforms

According to classic corporate governance theory,strengthening large shareholders’cash flow rights without changing their control rights should reduce expropriation incentives by better aligning their interests with those of minority shareholders.However,due to the weaker investor protections and low dividend payouts of listed firms in China,large shareholders typically extract private benefits instead of seeking shared benefits through dividends.They therefore care more about control rights than cash flow rights.An empirical study using the exogenous changes of two rounds of dividend tax reductions reveals that strengthening the largest shareholders’cash flow rights leaves their expropriation activities unchanged and firm value does not increase.However,when other shareholders supervise the largest shareholder,expropriation activities ease significantly.

Audit pricing and nature of controlling shareholders:Evidence from France

This study examines whether auditors are employed as a monitoring mechanism to mitigate agency problems arising from different types of controlling shareholders. In a context of concentrated ownership and poor investor protection, controlling shareholders can easily expropriate wealth from minority shareholders and profit from private benefits of control. However, this agency conflict has been rarely studied, as the most commonly assumed agency conflict occurs between managers and shareholders. Using an audit fee model derived from , we study the impact of the nature of controlling shareholders on audit fees in French listed firms. Our results show: (1) a negative relationship between audit fees and government shareholdings; (2) a positive relationship between audit fees and institutional shareholdings; and (3) no relationship between audit fees and family shareholdings. These results illustrate the mixed effects of the nature of ownership on audit fees.

Does overcapacity prompt controlling shareholders to play a propping role for listed companies?

A major risk currently facing the Chinese economy is overcapacity,which affects the efficiency of social resource allocation(Xi et al.,2017;Huang et al.,2019).When a company is in crisis,the internal capital market often plays a propping role.This study approached this issue from the perspective of the controlling shareholder and examined whether controlling shareholders provide financial support to enterprises in industries with excess capacity.According to the data for China’s A-share listed companies from 2007 to2019,companies in industries with excess capacity received more financial support from controlling shareholders compared with those in non-overcapacity industries.Analysis of the mechanism revealed that state-owned enterprises and companies with relatively poor financial status received more financial support from controlling shareholders.This study also examined the economic consequences of such support and found that it is conducive to enhancing enterprise value.This study enriches the literature on overcapacity and internal capital markets by demonstrating that internal capital markets play a propping role for companies facing industry-level crises.This finding has both theoretical value and practical implications related to supply-side reform and capacity reduction.

The effect of stock market pressure on the tradeoff between corporate and shareholders' tax benefits

The Taiwan Residents government offers firms that invest in qualified projects in emerging high-tech industries two mutually exclusive tax incentives—a corporate 5-year tax exemption or shareholder investment tax credits. This study examines whether corporate managers take shareholder tax benefits into account in their corporate tax planning. The results show that privately held firms are more likely than listed firms to choose shareholder investment tax credits and forego corporate tax benefits. Listed firms with relatively high earnings response coefficients tend to choose a corporate 5-year tax exemption, as it can enhance reported after-tax earnings. Further, in the 5-year period following their choice of a particular tax incentive, firms choosing a corporate 5-year tax exemption exhibit significantly lower earnings persistence than those choosing shareholder investment tax credits. Taken together, these results suggest that stock market pressure has a significant effect on firms' choices between corporate and shareholder tax benefits, and that the choice of tax incentives has an effect on future earnings quality.

State-Owned Capital Participation in Private Enterprises:A Perspective of Debt Financing

This study takes debt financing as the entry point and explores the impact of state-owned capital participation in private enterprises from the perspectives of“unarticulated rules”and“articulated rules”.The study finds that state-owned capital participation significantly reduces the debt financing costs of private enterprises and expands the scale of their debt financing.This conclusion remains valid after a series of endogeneity and robustness tests.Further analysis of the mechanism reveals that state-owned capital participation improves the debt financing of private enterprises through multiple channels:Enhancing their social reputation,mitigating the“statistical bias”they face,optimizing their information quality,and reducing the“shareholder-creditor”agency problems.This paper conceptualizes these benefits as the“complementary advantages of heterogeneous shareholders”.This not only constructs a theoretical framework for“reverse mixed-ownership reform”but also better narrates the Chinese story of“mixed-ownership reform”by adopting a more universally applicable theory of equity structure.Additionally,the paper supplements existing research on the macro-and meso-level relationship between the government and the market by exploring the government’s positive role at the micro-level.

Have the Private Benefits in Italian Firms Decreased？

The topic of the paper is the estimate of the benefit of control, according to the Barclay and Holderness method. The reference system of this research is Italy, given that the empirical evidence of the past which had underlined private benefits particularly high among Italian companies and the reference period is 1999-2007. The idea of this research is to demonstrate that, since the Legislative Decree No. 58 of February 24, 1998 （Consolidated Law on Finance, henceforth Consolidated Law）, which has significantly changed the protection of minority shareholders, in Italian, the intensity of private benefits has on average declined sharply. To this end, considering the results of the empirical researches on periods pre-1998 and at the turn of the Consolidated Law, the paper provides evidence that the improvement of minority shareholder protection already shown by these researches is further accentuated over the years, because of the effects that the new regulatory framework has produced. In fact, the basic assumption is that the important laws, as Consolidate Law, require several years to produce the desired results in full. This idea is supported by the findings of research that show an average percentage of private benefits dropped to five percent of the capital. Hence, the investigation is extended to the demonstration of comparability of this estimation with other estimations quoted in literature, verifying the statistical significance of the correlations between the measures estimated and the variables considered as determinants in much of the literature.

Analysis and outlook of applications of blockchain technology to equity crowdfunding in China

Equity crowdfunding via the Internet is a new channel of raising money for startups.It features low barriers to entry,low cost,and high speed,and thus encourages innovation.In recent years,equity crowdfunding in China has experienced some developments.However,some problems remain unsolved in practice.Blockchain is a decentralized and distributed ledger technology to ensure data security,transparency,and integrity.Because it cannot be tampered with or forged,the technology is deemed to have great potential in the finance industry.This study examines current problems in the practice of equity crowdfunding in China.Based on the analysis of the characteristics of blockchain technology,this study further explores its practical applications in equity crowdfunding.1)Blockchain technology may be a secure,efficient,low-cost solution for the registration of stocks and shares of a firm financed by crowdfunding;2)Blockchain technology simplifies the transaction and transfer of crowdfunding equities,and thus facilitates their circulation;3)Blockchain technology enables peer to peer transactions between investors and entrepreneurs,and solves the problems of regulatory compliance and security of fund management;Blockchain technology can be used to develop a voting system for crowdfunders,which enables them to be involved in corporate governance.This helps protect the rights and interests of small investors;5)Blockchain technology helps regulators know about market conditions,and supports regulatory activities such as managing investors and fighting money laundering.

Practice Mode and Value Research of Reform of Rural Collective Economy Property Right System in Beijing Rural-urban Continuum

In the research, reform of rural collective economy property right system in Beijing rural-urban continuum was explored in terms of background, cause, pro- cess and practice modes by surveying and interviewing, and the value of system reform on urbanization in rural areas was illustrated from the perspective of farmers who lose lands. The results showed that since reform and opening-up, disadvan- tages of collective economy property are always the fundamental cause of reform; rural-urban contradiction produced from rapid urbanization makes the reform much more urgent; shareholding co-operative system is the essence of reform of collective economy property right system. Rural collective economy property right system in Beijing includes stock-assets quantification shareholding co-operative system, share- capitalization of contractual land management right, farmers as shareholders by investment, and resource and capital mode, with advantages and disadvantages respectively. The common character should be noticed is that all modes have share on contractual right of land, indicating the core of the reform of property system lies in asset quantification and stock quota. In improving urban-rural integration and modern market system, as well as endowing more rights to farmers, reform of rural collective economy property right system is of great significance, which provides a transition space and buffer mechanism for urbanization in rural areas.

The New Method to Determine Ownership Stake to Exercise Control： An Empirical Analysis on Italian Companies

The idea of this work arises from the analysis of the researches developed in the literature on topic of ownership and control that are mostly based on threshold of ownership stake to determine control equal for all companies and, in most cases, not supported by theoretical arguments and empirical evidences. In fact, the aim of this paper is to build a new method of determining the threshold of ownership stake that allows the shareholder to exercise control. In particular, this survey uses all Italian listed companies as reference, and the minutes of the Ordinary and Extraordinary General Meetings of shareholders, in 2009-2012, as database. The topic can be enriched with further and future researches aiming to adapt this new method in a cross-country investigation and so to identify the different threshold for the countries, on the basis of the different national laws regarding the ownership stakes that affect the control.

Corporate Governance Intelligence： Minority Shareholder＇s Aspects （Evidence From Ukraine）

The paper is devoted to the corporate governance intelligence system investigation as the part of the complex stakeholder-related approach to the corporate strategic intelligence system （CSIS）. The special attention is given to the minority shareholders activism in the system of corporate governance. Some existing methods of abusing minority shareholders rights, made by joint-stock companies executives, are generalized. The recommendations for minority shareholder＇s rights protection are given. The necessity for the implementation of the stakeholders-oriented approach for the CSIS creation on the base of companies＇ security principles is substantiated.

The Empirical Research on Family Ownership and Earning Quality in China

Corporate governance takes an important role in affecting the quality of accounting information. Since the ownership structure determines the method and the level of the corporate governance and the right of control, supervision, and the benefit, it can decide the quality of information and affect the earning quality. This paper examines if the ownership concentration affects the earning quality in family-owned companies in China. Using the data of 298 publicly-traded corporations in China, this paper finds that the controlling shareholders are associated with low earning quality and that the separation of control rights and cash flow rights is negatively associated with the earning quality of family ownership.

Determinants of Small Business Owner Loan

Shareholders and debtholders have diverging objectives.Shareholders are residual claimants whereas debtholders are fixed claimants to firm’s assets.In leveraged firms,shareholders may increase the value of their claims at the expense of debtholders.The presence of shareholders being debtholders is a smart interest alignment,providing a solution to shareholder-debtholder conflicts.This paper focuses on small businesses,which play an important role in the United States economy but are generally neglected by academia.Utilizing National Survey of Small Business Finance(NSSBF)data,this paper shows that firms with higher agency cost of debt are more likely to issue owner loan.The incidence of small business owner loan is positively associated with external lending difficulty,low shareholder agency cost and firm valuation difficulty.