Joseph A. McCahery, Erik P. M. Vermeulen: Corporate governance of non-listed companies Oxford University Press, 2008

摘要

The authors identify three pillars of corporate governance of non listed companies: 1.Company Law a one size fits all vehicle for non listed companies; 2.Contractual arrangements; 3.Optional guidelines. Yet, exaggerated expectations as to the effectiveness of such guidelines should be avoided. Take the frustrated hope to combat money laundering by EU directive: "Despite the implementations of the directive at the member state level, there have been few convictions for money laundering.1 It is unclear why these measures have failed to prevent money laundering generally. Recent experience has demonstrated that money launderers, faced with new regulations designed to discover and prevent their schemes will rely on alternative techniques and institutions that avoid supervisor's oversight and regulation of those practices. There are also many questions about the absence in the directive of imposed requirements on professionals, such as lawyers and accountants, which are involved in establishing the corporate vehicles and other schemes needed to conceal the illicit origins of their funds.