scholarly journals An anti-takeover strategy by limitation of voting rights: A model and a numerical approach

2018 ◽  
Vol 20 (1) ◽  
pp. 52-66 ◽  
Author(s):  
Bruno-Laurent Moschetto ◽  
Frédéric Teulon
Keyword(s):  
Corporate Governance ◽  
Listed Company ◽  
Hard Core ◽  
Voting Rights ◽  
Numerical Approach ◽  
Hostile Takeover ◽  
Minority Shareholders ◽  
Trade Off ◽  
Scale Down ◽  
Two Parameters

This study develops a new trade-off view of corporate governance from an examination of rules that limit voting rights as a defensive measure against a hostile takeover attempt. The theoretical framework concerns a listed company, the capital of which is mainly detained by atomistic shareholders and the power of which is in the hands of a minority shareholders, the hard core. The latter wants to block any hostile takeover and constructs a device based on two parameters allowing it to act on the limitation of the voting rights: a threshold and a scale-down coefficient.

scholarly journals Principal-principal conflicts leading to activism of a large government-owned investor in Brazil

2021 ◽  
Vol 5 (1) ◽  
pp. 15-21
Author(s):  
Bruno Elmôr Duarte ◽  
Ricardo Pereira Câmara Leal
Keyword(s):  
Corporate Governance ◽  
Government Policy ◽  
Poor Performance ◽  
Ownership Concentration ◽  
Minority Shareholders ◽  
Trade Off ◽  
Legal Proceedings ◽  
Brazilian Government ◽  
And Performance

This article analyzes conflicts between principals that led to activism by one large Brazilian government-owned investor as a minority shareholder and verifies the antecedents, means employed, apparent motivations, and effectiveness of its reactions (Goranova & Ryan, 2014). It examines the cases of three large high ownership concentration listed companies using solely public sources. Poor performance was a frequent conflict antecedent. No evident trade-off between activism and corporate governance (CG) practices emerged. High ownership concentration influenced the way the investor reacted and its success because opposition through internal CG mechanisms was usually not successful and led to legal proceedings. The limitations of the regulatory framework became evident from the mixed outcomes of these proceedings. The investor was not exclusively financially motivated and it occasionally opposed the interests of other minority shareholders to follow government policy. These findings illustrated how high ownership concentration rendered difficult the mitigation of principal-principal conflicts even for a large government-owned investor and help explain the failure of previous econometric studies to relate activism, quality of CG practices and performance (Young, Peng, Ahlstrom, Bruton, & Jiang, 2008)

Board Effectiveness: An Evaluation based on Corporate Governance Score

Think India ◽  
2015 ◽  
Vol 18 (1) ◽  
pp. 16-23
Author(s):  
Hitesh Shukla ◽  
Nailesh Limbasiya
Keyword(s):  
Corporate Governance ◽  
Good Governance ◽  
Sustainable Growth ◽  
Governance Mechanism ◽  
Minority Shareholders ◽  
Effective Governance ◽  
Performance Orientation ◽  
Corporate Governance Mechanism ◽  
And Performance ◽  
Ethical Governance

Growth, progress, and prosperity of any country depend highly on the corporate governance mechanism of that country. Good governance of a country helps it to sustainable growth and consistency in progress. The good governance should contribute towards the improvement in transparency, ethics, morality, and disclosure. The principles of good governance stand on honesty, trust, integrity, openness, and performance orientation. Our honorable Prime Minister Narendra bhai Modi had given the three E for good governance during his speech on Independence Day i.e. Effective Governance, Electronic Governance, and Ethical Governance. The fundamental concern of corporate governance mechanism is to ensure the protection of minority shareholders/owners of specific firms. Mechanism of a corporate governance specifies the relations among the shareholders, board of directors, and managers. The present paper is an attempt to evaluate the effectiveness of the board by calculating the corporate governance score. The mandatory and non-mandatory guidelines have been considered while assigning points to specific parameters of the corporate governance.

Minority shareholders and corporate governance

2009 ◽  
Vol 51 (4) ◽  
pp. 206-219 ◽  
Author(s):  
James Kirkbride ◽  
Steve Letza ◽  
Clive Smallman
Keyword(s):  
Corporate Governance ◽  
Minority Shareholders

scholarly journals Influence of misalignments on the performance of externally occulted solar coronagraphs

2018 ◽  
Vol 612 ◽  
pp. A82 ◽  
Author(s):  
S. V. Shestov ◽  
A. N. Zhukov
Keyword(s):  
European Space Agency ◽  
Numerical Approach ◽  
Primary Objective ◽  
Optical Elements ◽  
Trade Off ◽  
Space Agency ◽  
Minimal Height ◽  
Different Types ◽  
Points Of View ◽  
Quantitative Influence

Context. The ASPIICS instrument is a novel externally occulted coronagraph that will be launched on board the PROBA-3 mission of the European Space Agency. The external occulter will be placed on one satellite ~150 m ahead of the second satellite that will carry an optical instrument. During 6 h out of 19.38 h of orbit, the satellites will fly in a precise (accuracy around a few millimeters) formation, constituting a giant externally occulted coronagraph. The large distance between the external occulter and the primary objective will allow observations of the white-light solar corona starting from extremely low heights ~ 1.1R⊙. Aims. We intend to analyze influence of shifts of the satellites and misalignments of optical elements on the ASPIICS performance in terms of diffracted light. Based on the quantitative influence of misalignments on diffracted light, we provide a recipe for choosing the size of the internal occulter (IO) to achieve a trade-off between the minimal height of observations and sustainability to possible misalignments. Methods. We considered different types of misalignments and analyzed their influence from optical and computational points of view. We implemented a numerical model of the diffracted light and its propagation through the optical system and computed intensities of diffracted light throughout the instrument. Our numerical approach is based on a model from the literature that considered the axisymmetrical case. Here we extend the model to include nonsymmetrical cases and possible misalignments. Results. The numerical computations fully confirm the main properties of the diffracted light that we obtained from semi-analytical consideration. We obtain that relative influences of various misalignments are significantly different. We show that the internal occulter with RIO = 1.694 mm = 1.1R⊙ is large enough to compensate possible misalignments expected to occur in PROBA-3/ASPIICS. Besides that we show that apodizing the edge of the internal occulter leads to additional suppression of the diffracted light. Conclusions. We conclude that the most important misalignment is the tilt of the telescope with respect to the line connecting the center of the external occulter and the entrance aperture. Special care should be taken to co-align the external occulter and the coronagraph, which means co-aligning the diffraction fringe from the external occulter and the internal occulter. We suggest that the best orientation strategy is to point the coronagraph to the center of the external occulter.

scholarly journals Investor Protection and Agency Theory in Corporate Governance in Pakistan

2021 ◽  
Vol 3 (1) ◽  
pp. 12-21
Author(s):  
Imtiaz Ahmed Khan ◽  
Altaf Hussain Abro ◽  
Farooque Ahmed Leghari
Keyword(s):  
Corporate Governance ◽  
Agency Theory ◽  
Agency Cost ◽  
Corporate Structure ◽  
Minority Shareholders ◽  
Private Benefits ◽  
Controlling Shareholders ◽  
Global Trend ◽  
The Cost ◽  
Very High

The paper discusses the minority shareholders’ protection under the quantumof agency cost in corporate governance in Pakistan. The agency theory statesthat in most of the cases, the controlling shareholders and the topmanagement are normally involved in expropriating the funds of the company.This phenomenon increases the agency cost. The agency cost is directlyproportional to the cost of functioning of the company. In other words, theagency cost is inversely proportional to the profit of the company. Accordingto the agency theory, if the agency cost is decreased, the profit for investorincreases. The Pakistani corporate sector is dominated by the businessfamilies, the state and an opportunity to get the private benefits at the cost ofother stakeholders. There are the different mechanisms as discussed andapplied around the world to minimize the agency cost so as to make companyfinancially strong and better profit for the investors. In Pakistan, the agencycost is very high. Hence, there is a need to revamp the corporate governancemechanism to reduce the agency cost in order to provide a better protection tominority shareholders in a particular in the context of the global trend keepingin the view of the nature of corporate structure in Pakistan.

scholarly journals An Interpretive Structural Model of Barriers in Implementing Corporate Governance (CG) in Pakistan

2019 ◽  
Vol IV (I) ◽  
pp. 359-375
Author(s):  
Abdul Aziz Khan Niazi ◽  
Tehmina Fiaz Qazi ◽  
Abdul Basit
Keyword(s):  
Corporate Governance ◽  
Data Collection ◽  
Literature Review ◽  
Structural Model ◽  
Minority Shareholders ◽  
Micmac Analysis ◽  
Modeling Methodology ◽  
Equity Ownership ◽  
Key Barrier ◽  
Interpretive Structural Model

The purpose of this study is to structure a model of relationships among barriers in the implementation of CG in Pakistan. It also points out a key barrier in embarking on the regime of CG. The design of research consists of a literature review, data collection and analyses. Modeling methodology entails ISM coupled with MICMAC. Findings revealed that “lack of investigation about the rights of minority shareholders” is the most critical barrier since this occupies the bottom of the model. Whereas, barriers namely “basic shareholders rights are not often protected, minority shareholders rights are often violated, lack of autonomy on the part of the auditors and rules requiring equity ownership disclosure are not followed” are least critical since they occupy the top of the model. MICMAC analysis revealed that three barriers fall in the independent quadrant, six in the linkage, six independent and two in autonomous. This study is helpful to regulators and corporations to successfully embark on the regime of CG.

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