OECD Corporate Governance Working Papers

ISSN :
2223-0939 (en ligne)
DOI :
10.1787/22230939
Cacher / Voir l'abstract
OECD Corporate Governance Working Papers provide timely analysis and information on national and international corporate governance issues and developments, including state ownership and privatisation policies. The working paper series is designed to make select studies by the OECD Corporate Governance Committee, OECD staff members and outside consultants available to a broad audience.
 

Beneficial Ownership and Control

A Comparative Study - Disclosure, Information and Enforcement You or your institution have access to this content

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Auteur(s):
Erik P.M. Vermeulen1
Author Affiliations
  • 1: Tilburg University, Pays-Bas

Date de publication
18 jan 2013
Bibliographic information
N°:
7
Pages
68
DOI
10.1787/5k4dkhwckbzv-en

Cacher / Voir l'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.

Mots-clés:
private enforcement, inside blockholders, public enforcement, control-enhancing mechanisms, money laundering, shareholders, disclosure, beneficial ownership, corporate governance, outside blockholders
Classification JEL:
  • 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