CEU Electronic Theses and Dissertations, 2025
| Author | Landia, Elene |
|---|---|
| Title | The Role of Shareholders' Agreements in Enhancing Corporate Governance: Insights from the United States for Georgia |
| Summary | The thesis aims to examine how Shareholders’ Agreements (SHAs) can serve as a tool to enhance corporate governance in Georgia, a developing country, based on the analysis of the developed and amply tested laws, the rich repository of cases and practices of the United States (U.S.). In the U.S., Shareholders’ Agreements are essential instruments for structuring the relationships between shareholders and establishing corporate governance standards. In addition to, and not conflicting with the applicable company laws as well as the articles of incorporation and bylaws (if any), SHAs may further define shareholders’ rights and obligations, establish protective mechanisms, and provide clear options for dispute resolution. The U.S., particularly the State of Delaware, being the path-setter in reams of corporate matters, offers a flexible and business-friendly environment. Such an environment has made Shareholders’ Agreements an important tool of corporate governance, especially in closely held corporations. By contrast, Georgia represents a transitional economy with a rapidly evolving legal system that lacks a comprehensive regulatory framework and specific laws directly applicable to SHAs. Furthermore, as corporate governance is still a relatively new concept in Georgia, many businesses have little awareness of its importance or of pertaining best practices. As a result, hundreds, if not thousands, of small businesses either fail or are abandoned due to poor governance structures and unclear rules. As a result, it is crucial to improve and spread knowledge about how to strengthen corporate governance to help Georgian businesses thrive and grow, and contribute to a stronger economy that way. The lack of well-defined corporate governance regulations in Georgia presents both a challenge and an opportunity - an opportunity to strengthen governance by adopting best practices from developed jurisdictions such as the U.S. The research question is interesting because it aims to compare the jurisdictions of well-developed and developing countries. It will focus on the best practices from the U.S. that could strengthen the use of SHAs in Georgia. It will suggest policy and legislative recommendations to enhance governance frameworks in Georgia. Moreover, special attention will be devoted to the role of SHAs in improving shareholder protection, promoting business stability, and overcoming enforcement challenges. The research will use a comparative and doctrinal analysis of U.S. and Georgian laws. Case studies, relevant legal precedents, and law articles will be explored to identify key insights, while qualitative data from legal professionals will be used to complement the analysis. |
| Supervisor | Tajti, Tibor |
| Department | Legal Studies MA |
| Full text | https://www.etd.ceu.edu/2025/landia_elene.pdf |
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