Directorss Duties and Shareholderss Rights in the European Union: Mandatory and/or Default Rules?

Hopt, Klaus J.

doi:10.2139/ssrn.2749237

Cited by 4 publications

(2 citation statements)

References 53 publications

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“…For example, in family businesses, SA can be used to transfer family values and goals from family members/shareholders to managers. Besides with third parties, it has been recorded that shareholders enter into a contract with the company itself, where they, for example, agree on the veto right for a certain company decision such as the change of director, selling off the company's property, 37 awarding remuneration to certain shareholders/ managers 38 and other. 39 However, although it is possible that the company is a contracting party, parties should carefully draft the content of such a SA, as the SA could not be binding if it is contrary to mandatory corporate law, especially regarding the functioning of the company's bodies .40 Thus, regarding the applicable parties, we conclude that the SA and articles of association do not necessarily have the same parties.…”

Section: Conflict Of Articles Of Association and Shareholders' Agreem...mentioning

confidence: 99%

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

Filipović

2023

iele

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The interplay between contract and state corporate law in shaping corporate governance is not a novelty. In this article author questions the impact of private ordering through the shareholders' agreement (further in text: SA) on corporate governance and possibly on the director's duties and liabilities. The author argues that the SA might have far-reaching consequences for all the stakeholders and third persons as there are only a few limitations to its content, mainly referring to the mandatory rules of corporate law and general limitations of contract law. It means shareholders can impose additional rules for governance to directors, for transfer of shares, employment policy, and others. The author shall question whether SA can modify the articles of association. This article aims to reassess the balance between corporate and contract law instruments for the companies' governance. The author argues that analyzing corporate governance without considering contractual tools, such as SA, becomes incomplete and seriously undermines rethinking fundamental principles of corporate governance, such as the issue of directors' liability.

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Section: Conflict Of Articles Of Association and Shareholders' Agreem...mentioning

confidence: 99%

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

Filipović

2023

iele

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“…Taiwan's Company Act (TCA) was first enacted in 1929 and was greatly influenced by German and Japanese corporate law. Under the German Stock Corporation Act, which is strictly mandatory in nature, corporate charters cannot contain different provisions unless the Act explicitly permits it (Hopt ). While TCA does not contain a stipulation that allows opting out unless explicitly recognized, interpretation of the TCA is closer to the German paradigm in spirit.…”

Section: Corporate Law In China Hong Kong and Taiwan: An Overviewmentioning

confidence: 99%

An Empirical Study of Corporate Default Rules and Menus in China, Hong Kong, and Taiwan

Lin

2018

J Empirical Legal Studies

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Competing theories of default rules and menus in contract law and corporate law provide different accounts of their effects. However, empirical studies are scant, and all focus on U.S. law. Given that corporate ownership outside of the United State is usually concentrated, and institutional settings are vastly different, one might wonder whether corporate law and economic theories on default rules and menus aptly explain corporate practices in other countries. To that end, this article analyzes a unique dataset of 498 randomly sampled and hand‐coded charters of public firms in China, Hong Kong, and Taiwan. While the data do not enable us to make causal inferences, we make a descriptive contribution to the literature by examining whether corporate practices in the studied jurisdictions are consistent with the U.S. theories. The major findings are that firms often opted into menus and rarely opted out of default rules without menus, thereby supporting the minimization of transaction cost theory. However, Chinese firms may follow default rules for noneconomic reasons. Hansmann's delegation theory explains the short corporate charters observed in Taiwan, but not those in China and Hong Kong. Corporations in China, Hong Kong, and Taiwan do not appear to be systematically more pro‐minority or pro‐controller than their jurisdictions' corporate laws. This contradicts the principal‐agent theory.

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Miribung¹

2020

The Agricultural Cooperative in the Framework of the European Cooperative Society

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Directorss Duties and Shareholderss Rights in the European Union: Mandatory and/or Default Rules?

Cited by 4 publications

References 53 publications

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

An Empirical Study of Corporate Default Rules and Menus in China, Hong Kong, and Taiwan

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