Protecting interest of the minority Shareholders
M S Siddiqui
Legal Economist and pursuing PhD in Open University, Malaysia e-mail: shah@banglachemical.com
The over-investment by directors is not good for the stock market and it should be addressed properly to find a way out and safeguard interest of minority shareholders from the experience of other markets, writes M S Siddiqui………………. http://www.thefinancialexpress-bd.com/2013/11/25/5614 In Asian countries including Bangladesh, the controlling ownership of public listed companies are dominated by some families. The problem of minority exploitation may arise when the ownership is highly concentrated in any specific group, especially family ownership. One of the consequences
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The distinguishing factor between the two is the degree of control over the corporation. The number of shares owned is not decisive, even a shareholder owning a majority of shares may be a minority shareholder, if other shareholders are well organized and, thus, control the company.
The company must follow the principles ‘partnership’ and consultation aims at balancing the interest between major and minor shareholders, and usually do not infringe minorities rights through guaranteeing at least the following minority rights such as respect of opinion of major shareholders toward minorities, the right of minorities to be heard on regard of business matters and exit rights.
The limited Liability Companies, which are, in practical terms, run, as if they were a partnership, between the persons who are shareholders of same, might be regarded by the law, as "quasi partnership".
The OECD principles on Corporate Governance (2004) provide that: Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.
The protection comes from better legal protection, stronger structure of the internal control mechanisms and more efficient capital markets and market for corporate control. One of the methods to ensure the minority rights is to follow good Corporate Governance
The archetype of the journey is seen in Charles Frazier’s novel Cold Mountain, most clearly through experience Inman has wandering back to Cold Mountain. The journey archetype sends the hero in search of some truth to restore order and harmony to the land. The journey often includes the series of trials and tribulations the hero faces along the way. Usually the hero descends into a real or psychological hell and is forced to discover the blackest truths. Once the hero is at his lowest level, he must accept personal responsibility to return to the world of the living. Inman’s trip fits this description very well in some ways and not in others. It could be said that Inman’s search for truth is his desire to be back home. He has been
Jane Addams was a Progressive reformer and famous advocate for the settlement house movement. Addams mostly focused on improving social conditions for immigrants and for other residents of urban slums. Jane Addams’s health problem caused her to become famous reformer. In 1881 she travelled many medical schools. In one of her journey she took her friend Ellen Gates Starr with her. They visited well known Toynbee Hall in London. The purpose of Toynbee Hall was to reduce urban problems such as poverty. This visitation inspired them to create one settlement house in Chicago. In short term their dream became true. In 1889 they opened Hull House in the neighborhood of slums in Chicago. Hull House provided services for the poor immigrants in that
This allows for the act of tunnelling, which is a way of directing company assets and future business towards core owners so they can retain control over the country’s corporate sectors with low cash flows. Tunnelling methods such as providing low interest rates, selling assets, lowering market prices, technology licensing and joint ventures, means dominant share holders can have the direct benefit of using retained earnings for personal gain at a minority shareholders expense, hindering their development in capital markets. Not only this, but growth has been linked to diversification, a consequence of expropriation, and its impact on organisational performance. However, this theory is conflicting because structural characteristics, resulting from family ownership, can decrease the popularity of business groups in terms of outside investors, and complex company linkages can relate to inefficient investment, unreliable accounting and possible inadequate managers through inheritance.
While they have arrangement and discharging control over the directors of the enterprise, shareholders in expansive organizations, for example, the criminogenic Shell, Exxon, Occidental Petroleum, Union Carbide, Dow Chemical, Ford Motors, La Roche-Hoffman, BHP, A.H. Robins, General Electric, Johns-Manville, James Hardie, all enterprises whose disregard and willful dismissal of surely understood norms of conduct has brought about shocking mischief, have minimal impetus to guarantee that these supervisors carry on legitimately. This happens because financial specialists who don't lawfully own the property of the company used to do any harm, they have no individual legitimate obligation regarding any such damages brought about by the misapplication of that property. The rich shareholders who are continually telling the riches less and poor people to be responsible and in charge of the route, in which they act and live, are, in law, unreliable for the (regularly detestable) behavior of their companies. It deteriorates the
• LIABILITY – Stockholders personal assets are not subject to claims of creditors. The corporation itself is responsible for its actions and liabilities. • INCOME TAXES – Shareholders in a corporation are subject to “double taxation” as in first the corporation is subject to corporate taxation, then money is paid out in dividends. Which then is taxed again as personal income tax. • LONGEVITY - The life of a corporation is limitless as
Corporate governance is a set of actions used to handle the relationship between stakeholders by determining and controlling the strategic direction and performance of the organization. Corporate governance major concern is making sure that the strategic decisions are effective and that it paves the way towards strategic competitiveness. (Hitt, Ireland, Hoskisson, 2017, p. 310). In today’s corporation, the primary objective of corporate governance is to align top-level manager’s and stakeholders interest. That is why corporate governance is involved when there is a conflict of interest between with the owners, managers, and members of the board of directors (Hitt, Ireland, Hoskisson, 2017, p. 310-311).
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
Body image has been something women are highly conscious of for years. The way the world presses this image of what a “perfect” body is onto women isn’t natural. The perfect body is always changing. From the early 2000’s to around 2015 skinny girls with long legs, perfect skin, and toned abs are what was seen as perfect. The famous Barbie doll toy has been around since 1959 when it came out and has been intoxicating the homes of young girls ever since. Barbie is a plastic toy that represents a perfect caucasian woman. Her unrealistic body proportions have had a negative effect on women for years and press them to look like her. The unrealistic anatomy of Barbie dolls affects the global image of what a female’s body should look like by planting
Shareholders holding minority interests in closely-held corporations are at risk of unfair or oppressive treatment8 by the majority or controlling shareholders, to an extent well beyond that of their counterparts in partnerships or in corporations whose shares are publicly traded.
For the purpose of this report, corporate governance is defined as the relationship that exists between company management, stakeholders and the board. Objectives of the company are usually set, attained and monitored through the structure corporate governance provides. (Balgobin 2008).The Guyana Corporate Code of Governance is similar to the UK codes of corporate governance and the Organisation for Economic Co-operation and Development (OECD 2004).These principles serve as a reference point that can be used by companies to develop their own frameworks for corporate governance that reflect their own circumstances or situations.
The first approach which has been prevalent in the U.K in the past and in South Africa (prior to the coming of the Constitution) is the shareholder oriented approach which is a mono-focal approach. Only the shareholders and their interests are considered to be appropriate when focusing on cooperate company decision making. The strengths
The OECD Principles of Corporate Governance states that: "Corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are
According to Shleifer and Vishny (1997), corporate governance is the system, by which corporations are directed and controlled. On the other hand, an independent director is a person that has at no time, worked for the company nor owned shares in the company. This director also would not be related to any of the key employees nor would have worked for any major supplier, customer or service providers, such as consultants, accountants, lawyers, etc.
Nevertheless if companies operate in weak markets and fail to create growth and profit the concept of maximization of shareholder wealth is also an opportunity for self-regulation and security against threats for a company. This approach is in particular useful for safeguarding against difficulties arising from wrong or misguided leadership within a corporation. Shareholders of a company have the strongest interest in a company’s success because they often invest a lot of capital in the business and require revenues for their deposit (Moore, 2002). As a matter of fact, they become more
This can be inferred by the judgment of the Supreme Court in Needle Industries Ltd.’s case and stated that in that case the petition under Section 397 of the Act was filed by a holding company, which obviously was a majority shareholder, complaining of actions by minority shareholders as oppressive. Therein the Supreme Court specifically considered the charge of oppression made by a majority shareholder against minority shareholders and did not dismiss the petition at the threshold on the ground that the petition under Section 397 of the Act could be filed only for an oppression of minority shareholders by majority shareholders. The fact that the petition was ultimately dismissed on the merits was immaterial and what was material was that the