Joseph A. Mccahery And Erik P. M. Vermeulen, Corporate Governance Of Non-listed Companies, Oxford University Press, Oxford, Uk, 2008. (280 Pages)

摘要

The unique focus of this book is, as the title indicates, on corporate governance of non-listed companies. The authors, who are both Dutch university professors, suggest that this unique focus is called for-non-listed companies are important job-creating engines whose numbers are far greater than listed companies, yet the corporate governance issues and approaches of non-public companies have received far less attention than have those of their public counterparts. Further, the corporate governance issues and alternatives are significantly different between the non-listed and listed company settings. For example, as compared with their listed-company counterparts, the shareholders in non-listed companies have fewer market mechanisms, such as the monitoring activities by stock exchange institutions and rating agencies, to restrict opportunistic behavior. Instead, corporate governance in non-listed companies tends to be relatively highly contractual in nature. Also, unlike in most listed-company settings, often the shareholders in non-listed-company settings do not need a board of directors to protect their interests. They often have the expertise and motivation to involve themselves directly in company decision making processes.