CEU Electronic Theses and Dissertations, 2014
| Author | Tomic, Marko |
|---|---|
| Title | Shareholder Protection in the United States, Germany and Croatia - A comparative analysis |
| Summary | The purpose of this paper is to provide a comparative analysis between the United States, Germany and Croatia. I analyzed the legal framework within each country regarding existing corporate governance laws, which regulate shareholders protection. In this paper, I examined the historical development of this field of law in each of these countries. The most important features of shareholder protection in the United States, Germany and Croatia are compared and the most prominent cases are explained. The fundamental difference between the American and European model is that the United States has the shareholder-oriented model of corporate governance, while Germany and Croatia have the stakeholder-oriented model. An interesting discovery in this paper is the resemblance of the legal provisions in Germany and Croatia. While the laws are the same on paper, the enforcement in Croatia is lacking, mainly due to asymmetry of information, where the shareholder are unaware of their legal rights. In light of this research, two conflicting perspectives exist regarding shareholder protection. The first perspective is that too much shareholder activism occurs and that it slows down company operations. The second perspective is that more shareholder protection and activism is needed to limit the power of the managers. Based on this comparative analysis, I conclude that the solution should be found between these two perspectives. Currently, shareholder protection does not give the expected results for the simple reason that the small shareholders do not want to participate in the every-day business of a company, while the institutional shareholders have the ability to protect their own interest without additional shareholder protection laws. |
| Supervisor | Messmann, Stefan, professor, S.J.D. |
| Department | Legal Studies LLM |
| Full text | https://www.etd.ceu.edu/2014/tomic_marko.pdf |
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