Article metrics

  • citations in SCindeks: 0
  • citations in CrossRef:0
  • citations in Google Scholar:[=>]
  • visits in previous 30 days:30
  • full-text downloads in 30 days:17
article: 5 from 7  
Back back to result list
Privredna izgradnja
2005, vol. 48, iss. 3-4, pp. 211-229
article language: Serbian
document type: Scientific Paper
published on: 02/06/2007
doi: 10.2298/PRIZ0504211D
Corporate management: Ownership, control and shareholders' rights

Abstract

In spite of extent of economy development in one country, every corporation faces up with same problems connected with corporate governance. Problems are ownership, shareholders rights and control. The way to acquire ownership is by buying shares of company. Ownership is connected with making essential decisions in corporation like changing statute of firm, allowing new stock market flotation, etc. There are two types of ownership: widespread or dispersed ownership and concentrated ownership. Dispersed ownership is characteristic of Anglo-Saxon countries (United Kingdom and United States) where one-tier system is representative model of corporate governance. Dispersed ownership means that every single packet of shares is smaller than 20% of total shares in corporation. On the other hand concentrated ownership characterizes presence of ultimate owner(s) in company. Ultimate owner is person who holds more than 20% of shares in firm. If shareholder holds more than 50% of shares he is major shareholder what means that he has control over company. Concentrated ownership is characteristic of continental Europe and Japan where is presented two-tier model of corporate governance. Law and other institutional rules, like rules for listed companies of stock market, must guarantee the shareholder rights. Today, every country accepts Principles of Corporate Governance published by the Organization for Economic Cooperation and Development. Further more, the transitional countries, as Russia, must pass and respect laws, which protect shareholders rights. Control of management is one of the ways to protect shareholder rights. Control could be internal and external. Audit or Supervisory board is main part of internal control. Independent external auditor who is in relation with company does external control by contract of giving services. It is important that all auditors (internal of external) be independent of management of corporations. In this paper, we try to adduce main problems of modern corporate governance as ownership control and shareholders rights.

Keywords

References

*** (2003) NASDAQ Corporate governance summary of rule changes. http://www.nasdaq.com/about/CorpGovSumniarv.pdf
*** (2004) The OECD principles of corporate governance: Policy brief. http://www.oecd.org/dataoecd/4i/32/33647763.pdf
*** (2002) Instituting corporate governance in developing, emerging and transitional economies. Center for International Private Enterprise, A handbook, http://vvww.cipe.org/pdf/programs/corpgov/CGHANDBOOK.pdf
Baums, T., Scott, K.E. (2003) Taking shareholder protection seriously? Corporate governance in the United States and Germany. http://papers.ssrn.com/sol3/papers.cfm?abstract.id-473185
Brian, J. (1999) Implementing tumbull: A boardroom briefing. http://www.icaew.co.uk/viewer/index.cfm?AUB=TB2I26539&tb5=l&CFID=3271187&CFTOKEN=35952744
Deakin, S., Hobbs, R., Konzelmann, S., Wilkinson, F. (2001) Partnership, ownership and control: The impact of corporate governance on employment relations. http://www.business.aau.dk/loc-nis/workshopl/wilkinson.pdf
Goergen, M., Martynova, M., Renneboog, L. (2005) Corporate governance convergence: Evidence from takeover regulation. http://papers.ssrn.coin/sol3/papers.cfm?abstract.id-709023
Gugler, K., Mueller, D.C., Yurtoglu, B. (2003) Corporate governance and the returns of investment. http://papers.ssrn.coin/sol3/papers.cfm?abstract.id-299520
Hopt, K.J. (2003) Modern company and capital market problems: Improving European corporate governance after Enron. Journal of Corporate Law Studies, br. 3, str. 221-268, http://papers.ssrn.com/sol3/papers.cfm?abstract.id-356102
Hopt, K.J., Leyens, P.C. (2004) Board models in Europe: Recent developments of internal corporate governance structures in Germany, the United Kingdom, France, and Italy. http://papers.ssrn.com/sol3/papers.cfm?abstract.id=487944
Hu, Y., Song, F., Zhang, J. (2004) Competition, ownership, corporate governance and enterprise performance: Evidence from China. http://www.hiebs.hku.hk/workingpaperupdates/pdf/wpllll.pdf
Koke, J., Renneboog, L. (2003) Do corporate control and product market competition lead to stronger productivity growth? Evidence from market-oriented and block holder-based governance regimes. http://papers.ssrn.eom/.soi3/papers.cfm?abstract.id-389000
Kose, J., Kedia, S. (2002) Design of corporate governance: Role of ownership structure, takeovers and bank debt. http://www.haas.berkeley.edu/finance/corpgovdesign02.pdf
la Porta, R., Lopez-de-Silanez, F., Shleifer, A. (1998) Corporate ownership around the world. Journal of Finance, http://post.economics.harvard.edu/faculty/shleifer/papers/ownership.pdf
Leuz, C., Lins, K.V., Warnock, F.E., Darden Graduate School of Business (2005) Do foreigners invest less in poorly governed firms. http://papers.ssrn.com/sol3/papers.cfi?abstract.id-512042
Lins, K.V., Warnock, F.E. (2004) Corporate governance and shareholder base. http://www.nvse.com/pdfs/session6.pdf
Mayer, C. (2003) Corporate governance and European financial markets. http://www.ecgi.org/conferences/euro500maver.pdf
Mccoigan, P. (2001) The simultaneous determination of managerial ownership, corporate performance and financial analysts coverage in United Kingdom. http://accfinweb.account.strath.ac.uk/wps/anaivstspaper.pdf
Melvin, C. The value of corporate governance. http://www.britchamitalv.coin/legaltax/download/TheValueofCorporateGovernance.pdf
Nestor, S., Jesover, F. (2000) OECD Principles of corporate governance on shareholder rights and equitable treatment: Their relevance to the Russian Federation. http://www.oecd.org/dataoecd/54/18/1920683.pdf
New York Stock Exchange (2003) Corporate governance rule proposals. http://www.nyse.com/pdfs/amend.1-04-09-03.pdf
New York Stock Exchange (2003) Final stock exchange corporate governance rules. New York, http://www.nyse.com/pdfs/finalcorpgovrules.pdf
Organization for Economic Cooperation and Development (2004) Principi korporativnog upravljanja. http://www.oecd.org/dataoecd/58/58/34625094.pdf
Shkolnikov, A. Corporate governance: An antidote to corruption. http://www.cipe.org/pdf/proprams/corp.qqv/CGANTIDOTE.pdf
The Institute of Chartered Accountants in England, Wales (1999) Internal control: Guidance for directors on the combined code. http://www.ecgi.org/codes/document5/turnbul.pdf
Witherell, B. (2002) Corporate governance and responsibility: Foundation of market integrity. http://www.oecd.org/dataoecd/39/43/l840502.pdf