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

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By Massimo Belcredi, Guido Ferrarini

With contributions by way of special students from criminal and fiscal backgrounds, this selection of essays analyses 4 major issues within the company governance of eu indexed agencies: (i) board constitution, composition and functioning and their interplay with possession constitution; (ii) board remuneration; (iii) shareholder activism and (iv) company governance disclosure in response to the 'comply or clarify' process. The authors offer new comparative facts and examine its implications for the coverage debate. They problem the traditional knowledge that company governance in eu organisations was once systematically dysfunctional. whereas proposals geared toward expanding disclosure and responsibility are typically well-grounded, warning is advised while bringing ahead regulatory alterations with admire to proposals focusing on particular governance preparations, specially within the fields of board composition and shareholder activism. They argue that the 'comply or clarify' precept could be retained and additional efforts could be exercised to augment disclosure.

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Eu. ec. eu. 28 massimo belcredi and guido ferrarini country-level governance rules play an important role in the determination of these variables. In contrast, board size is mostly explained by firm and industry characteristics. Differences in board structure between European and US firms are seemingly persistent. In the US almost three out of four directors are independent, while in Europe (particularly Continental Europe) only a minority of directors are independent. This might be associated, at least in part, with differences in ownership structure.

Moreover, individual breaches and the company’s identity are kept confidential, generally for fear of committing libel and slander. Moreover, publication of the breaches per se could be considered as a sanction, triggering human rights concerns. On the boards, incentive pay, shareholder activism 19 other side, public authorities are reluctant to lend their assistance to enforcement of the codes, which are private in nature. Wymeersch concludes that further Europe-wide harmonisation is problematic.

However, corporate law is less effective in preventing the sheer mismanagement of corporate resources (‘shirking’) (Roe 2002). The US business judgment rule and its equivalents in European jurisdictions typically insulate directors and managers from courts’ interference, absent fraud or conflict of interest, 16 The protection afforded by legal standards of conduct is lower than that offered by rules. Since standards are general, their enforcement is problematic. Their aggressive enforcement may discourage risk taking and favour conformism, ultimately damaging the principles.

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