Boards and Shareholders in European Listed Companies: Facts, by Massimo Belcredi, Guido Ferrarini

By Massimo Belcredi, Guido Ferrarini

With contributions by way of exclusive students from criminal and monetary backgrounds, this number of essays analyses 4 major themes within the company governance of ecu indexed organisations: (i) board constitution, composition and functioning and their interplay with possession constitution; (ii) board remuneration; (iii) shareholder activism and (iv) company governance disclosure according to the 'comply or clarify' method. The authors offer new comparative facts and examine its implications for the coverage debate. They problem the traditional knowledge that company governance in ecu enterprises was once systematically dysfunctional. whereas proposals aimed toward expanding disclosure and responsibility are typically well-grounded, warning is advised whilst bringing ahead regulatory adjustments with appreciate to proposals concentrating on particular governance preparations, specially within the fields of board composition and shareholder activism. They argue that the 'comply or clarify' precept will be retained and extra efforts could be exercised to augment disclosure.

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In all cases, ownership structure decisions involve a choice between alternative sets of agency problems. The same is true for institutions aimed at keeping these problems under control. A given mechanism may mitigate one type of agency problem, but reinforce another: for instance, entitling shareholders to remove the managers may mitigate the agency problems of shareholders as a class, but reinforce those of minority shareholders (ECLE 2011). 2. The case of family firms In Chapter 3, Andres, Caprio and Croci analyse how family-controlled firms compare with non-family firms in responding to crises.

Reflects this ‘governance’ function of disclosure (Kraakman 2004). Listed companies must state whether they apply a corporate governance code, specify if they comply with its provisions and, in case of non-compliance, explain the reason for their choice. The need for disclosure, combined with obvious reputational concerns – most firms want to appear good at corporate governance, or at least do not want to appear non-compliant with best practices – push companies to comply with a code that, however, remains voluntary in nature.

2007), while hostile takeovers may transfer wealth from stakeholders to shareholders of target firms (Shleifer and Summers 1988). However, in corporate systems like those prevalent in continental Europe, where controlling shareholders are often the norm in listed companies, the role of hostile takeovers is naturally limited, while mandatory bids contribute to protecting minority investors by granting the same a right of exit in change of control situations (Ferrarini and Miller 2010). The market for managerial labour may also play an important role, for individual managers are disciplined by competition from within and outside the firm.

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