Holding Company Liability for Debts of Its Subsidiaries

Corporate governance: “The set of laws, policies, incentives, and monitors designed to handle the issues arising from the separation of ownership and control.” (Cornett, Adair, & Nofsinger, 2016, p. 16).

The scope of this paper is to analyze the kind of agency problems that emerges between The Hershey Company and their stakeholders and shareholders. To answer this, a review of the company`s board structure and ownership structure was made. Thereafter two specific situations that has occurred in recent times was used as case examples to enlighten the agency problems suggested to emerge by the corporate structure.

There are three internal and one external governance mechanisms used for owners to govern managers to ensure they comply with their responsibility to satisfy stakeholders and shareholder’s needs. First, ownership concentration is stated as the number of large-block shareholders and the total percentage of the shares they own (Hitt, Ireland, Hoskisson, 2017, p. 317). Second, the board of directors which are elected by the shareholders. Their primary duty is to act in the owner’s best interest and to monitor and control the businesses top-level managers (Hitt, Ireland, Hoskisson, 2017, p. 319). Third, is the

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

Presently, corporate governance is an evolving concept as such there is no fixed definition. However, corporate governance has been defined as, “the system by which companies are directed and controlled.” (The Report of the Cadbury Committee on The Financial Aspects of Corporate Governance: The Code of Best Practice 1993)

ReferencesEdition e-text] Prentice-Hall Publishing. Retrieved August 25, 2005, from University of Phoenix, Resource BUS/415-Business Law Web Site:https://ecampus.phoenix.edu/content/eBookLibrary/content/eReader.

Tomasic, R. Jackson, J. & Woellner, R. (2002). Corporations Law: Principles, Policy and Process. 4th ed. Sydney: Butterworths

Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance.

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The amount of control the firm has over its subsidiary will be the determining factor in deciding when to consolidate financial statements annually. If the firm acquires another company, the firm must own fifty percent or more of the subsidiary’s outstanding voting stock in order for the two to consolidate. With this ownership level, the firm will be able to persuade the subsidiary into making decisions that would not only benefit the subsidiary, but also benefit the firm (parent) as well. “When majority of voting stock is held, investor-investee relationship is so closely connected that the two corporations are viewed as a single entity for financial reporting” (Hoyle, n.d.). Thus with this control in place both companies will combine their

The article is written to help readers gain a solid understanding the roles of corporate governance, both inside and outside the company. Its goal is simply to impart information, not make claims or arguments on its own. I will be judging it mainly on the sources gathered, numerous examples and explanations given and the overall effectiveness it possesses in effectively communicating its ideas.

The concept of a company being a separate legal entity is the most striking illustration in separating the company from its owners. A paramount principle of corporate law is that no shareholder or member of a company is made liable for the obligations incurred by such incorporations A company is different from its members in the eyes of law. In continuations to this the opposite also holds true in the sense that neither can the company be held liable for the acts of its members. It is a fundamental distinction that a company is distinct from its members.

Corporate governance refers to ‘the ways suppliers of finance to corporations assure themselves of getting return on their investment’ (Shleifer and Vishny, 1997: 736). Corporate governance discusses the set of systems, principles and processes by which a

The terms holding and subsidiary are used to express the managerial, financial, legal and principal relationships between special types of business organization, which includes financial institutions and corporations. A holding company means a body which is incorporated to acquire and grip the majority of shares of other companies; a subsidiary is a business whose mass of the shares is owned by a holding company.

As explained by Schelker (2013), the agency problem between the owners and the management of a firm is at the heart of the corporate governance literature. Hence, there is a need for a