Corporate Governance of Non-Listed Companies

Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers often recommend corporate governance rules and principles tailored to the needs of such firms. However most small firms (and in many countries even large companies) are closely held. This book provides a comprehensive account of closely held businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics, aiming to give policymakers the legal tools necessary to structure reforms that suit the diverse range of non-listed companies.

Closely held firms encompass a vast range, from corporations with the potential to go public through family-owned firms, group-owned firms, private equity and hedge funds, to joint ventures and unlisted mass-privatized corporations with a relatively high number of shareholders.

The corporate governance of closely held companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders.

This volume first examines policy and economic measurements to develop a framework for understanding what constitutes good governance in closely held companies. Using this perspective, the authors then examine how control is gained in the various types of closely held firms and explore the mechanisms that contribute to the development of a modern and efficient governance framework for these companies. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.