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Beneficial Ownership and Control: A Comparative Study - Disclosure, Information and Enforcement

Author

Listed:
  • Erik P. M. Vermeulen

    (Tilburg University)

Abstract

Investor confidence in financial markets depends in large part on the existence of an accurate disclosure regime that provides transparency in the beneficial ownership and control structures of publicly listed companies. This is particularly true for corporate governance systems that are characterised by concentrated ownership. On the one hand, large investors with significant voting and cash-flow rights may encourage long-term growth and firm performance. On the other hand, however, controlling beneficial owners with large voting blocks may have incentives to divert corporate assets and opportunities for personal gain at the expense of minority investors.The paper focuses particularly on the misuse of corporate vehicles, which arguably poses a major challenge to good corporate governance. Stakeholder rights (e.g. employees and creditors) cannot be properly exercised if ultimate decision- be identified. The accountability of the board may also be seriously endangered if stakeholders and the general public are unaware of decision-making and ultimate control structures. Finally, regulators and supervisory agencies have a strong interest in knowing beneficial owners – in order to determine the origin of investment flows, to prevent money laundering and tax evasion and to settle issues of corporate accountability.

Suggested Citation

  • Erik P. M. Vermeulen, 2013. "Beneficial Ownership and Control: A Comparative Study - Disclosure, Information and Enforcement," OECD Corporate Governance Working Papers 7, OECD Publishing.
  • Handle: RePEc:oec:dafaae:7-en
    as

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    File URL: http://dx.doi.org/10.1787/5k4dkhwckbzv-en
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    References listed on IDEAS

    as
    1. Zuaini Ishak & Christopher Napier, 2006. "Expropriation of Minority Interests and Corporate Diversification in Malaysia," Asian Academy of Management Journal of Accounting and Finance (AAMJAF), Penerbit Universiti Sains Malaysia, vol. 2(1), pages 85-113.
    2. Watanabe, Mariko, 2010. "Separation of Control and Cash-Flow Rights of State Owned Listed Enterprises: Channels of Expropriation after the Discriminated Share Reform in China," IDE Discussion Papers 224, Institute of Developing Economies, Japan External Trade Organization(JETRO).
    3. Kraakman, Reinier & Armour, John & Davies, Paul & Enriques, Luca & Hansmann, Henry B. & Hertig, Gerard & Hopt, Klaus J. & Kanda, Hideki & Rock, Edward B., 2009. "The Anatomy of Corporate Law: A Comparative and Functional Approach," OUP Catalogue, Oxford University Press, edition 2, number 9780199565849.
    4. Joseph A. McCAHERY & Erik P.M. VERMEULEN & HISATAKE Masato & SAITO Jun, 2007. "Traditional and Innovative Approaches to Legal Reform: 'The New Company Law'," Discussion papers 07033, Research Institute of Economy, Trade and Industry (RIETI).
    5. Jackson, Howell E. & Roe, Mark J., 2009. "Public and private enforcement of securities laws: Resource-based evidence," Journal of Financial Economics, Elsevier, vol. 93(2), pages 207-238, August.
    6. Rhee, S. Ghon & Wang, Jianxin, 2009. "Foreign institutional ownership and stock market liquidity: Evidence from Indonesia," Journal of Banking & Finance, Elsevier, vol. 33(7), pages 1312-1324, July.
    Full references (including those not matched with items on IDEAS)

    More about this item

    Keywords

    beneficial ownership; control-enhancing mechanisms; corporate governance; disclosure; inside blockholders; money laundering; outside blockholders; private enforcement; public enforcement; shareholders;

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • K42 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - Illegal Behavior and the Enforcement of Law

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