...THE COMPANIES ACT, 2063 (2006) Date of Authentication: 2063.7.17.6 7 kartik 2063 ( 3 November 2006) 1. The Act Amending Some Nepal Acts, 2064 2064.5.9 (26 August 2007) ACT NO. 18 OF THE YEAR 2063 (2006) An Act made to amend and consolidate the law relating to companies Preamble: Whereas, it is expedient to amend and consolidate the law relating to companies in order to bring about dynamism in the economic development of the country by promoting investment in the industry, trade and business sectors through economic liberalization and make the incorporation, operation and administration of companies much easier, simpler and more transparent; Now, therefore, be it enacted by the House of Representatives in the First Year of the issuance of the Proclamation of the House of Representatives, 2063 (2006). Chapter 1 PRELIMINARY 1. Short title and commencement: (1) This act may be called as the “Companies Act, 2063(2006)”. (2) This Act shall be deemed to have come into force on 20 Ashwin 2063 (6 October 2006). 2. Definitions: In this Act, unless the subject or the context otherwise requires, (a) “Company” means a company incorporated under this Act. 1 (b) “Private company” means a private company incorporated under this Act. (c) “Public company” means a company other than a private company. (d) “Holding company” means a company-having control over a subsidiary company. (e) “Subsidiary company” means a company...
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...Therefore, a large company like LG Electronics can have a great impact on the society and has many stakeholders. The internal ones include directors/managers, employees and shareholders. Suppliers, customers, NGO/ International organizations, community and local government are external stakeholders. Directors/managers Directors and managers are the ones that run the business. They aim to maximize their own benefits, such as higher salary and annual bonus. Thus, they try their best to improve the corporate values. Shareholders By the end of 2012, the number of shareholders of LG Electronics was 201,161. Shareholders are powerful stakeholders because they invest their money into the business. As the owners of the business, they aim to maximize the profit. They are hoping for a disclosure of transparent management information as well as more dividends. It is stated in the mission statement that the company wants to deliver innovative products. Without re-investing profit into the business, new products may not be invented. However, shareholders tend to share the profit immediately, which conflicts with the mission statement. LG Electronics communicate with the shareholders through different ways, including holding a general shareholders’ meeting, having a performance presentation and publishing a business report. Employees Another important internal stakeholder group is employees. As of December 31, 2012, LG Electronics has 86,697 employees in total, with 36,378 local employees...
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...MUMBAI S I L IC O N VA L L E Y B A N G A LO R E S IN G A PO R E M U M B A I- B KC NEW DELHI M U N IC H Public M&As in India: Takeover Code Dissected A detailed analysis of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 August 2013 © Copyright 2013 Nishith Desai Associates www.nishithdesai.com M&A Lab Takeover Code Dissected About NDA Nishith Desai Associates (NDA) is a research based international law firm with offices in Mumbai, Silicon Valley, Bangalore, Singapore, New Delhi and Munich. We specialize in strategic legal, regulatory and tax advice coupled with industry expertise in an integrated manner. We focus on niche areas in which we provide significant value and are invariably involved in select highly complex, innovative transactions. Our key clients include marquee repeat Fortune 500 clientele. Our experience with legal, regulatory and tax advice coupled with industry expertise in an integrated manner allows us to provide the complete strategy from the onset through to the full set up of the business and until the exits. We focus on niche areas in which we provide significant value add and are involved in select highly complex, innovative transactions. Core practice areas include Mergers & Acquisitions, International Tax, International Tax Litigation, Fund Formation, Fund Investments, Litigation & Dispute Resolution, Capital Markets, Employment and HR, Intellectual...
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...SHARES Luiz Ricardo Kabbach de Castro Rafel Crespi i Cladera Universitat de les Illes Balears Ruth V. Aguilera University of Illinois at Urbana-Champaign We assembly new data on dual-class firms in Latin America and analyze the relationship between the largest shareholder characteristics and its decision to leverage voting rights. First, we describe who are the largest shareholders in Latin American firms. Second, we find that both the type and origin of the largest shareholder, together with firm- and country-level characteristics, are important determinants to explain the decision to separate voting from cashflow rights. To tackle the determinants of ownership in Latin American publicly listed firms has both managerial and policy implications because the largest shareholders are those in charge to define business strategies and the allocation of firms’ resources. Key words: Corporate ownership; dual-class shares; voting rights; cash-flow rights; Latin America. 1 INTRODUCTION Most of the analysis of the Modern Corporation has focused on the conflicts of interest between managers and owners. Yet, recent literature, extending the discussion of the classic ownermanager conflict, adds minority versus majority shareholders conflict where more concentrated ownership structures takes place (La Porta, López-de-Silanes, & Shleifer, 1999; Villalonga & Amit, 2009; Young, Peng, Ahlstrom, Bruton, & Jiang, 2008). This new agency problem, socalled, principal-principal, is particularly salient...
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...Business Law & Bankruptcy Assignment #4 Aquaman is president of a marine research company called Underwater Leagues, Inc. When his company conceived a dramatic new invention, he held off announcing the discovery until he bought 50,000 shares of Underwater Leagues at $10 per share. After the announcement, the share price skyrocketed to $50 per share. The shareholders of Underwater Leagues, Inc. bring a derivative action suit against Aquaman claiming breach of fiduciary duty for violating 17 C.F.R. §240.10b-5 of the Securities and Exchange Commission Act of 1934 by purchasing stock in his company on the basis of information that was not available to the public. The shareholders seek remedy for their claim. If a president of a corporation purchases stock in his company on the basis of non-public information that he deliberately withheld from the public, is he in violation of 17 C.F.R. §240.10b-5 of the Securities and Exchange Commission Act of 1934, and will he be held liable to shareholders for damages? In Robert Kemp v. Universal American Financial Corporation, Fed. Sec. L. Rep. P94,147 (S.D.N.Y. 2007) an action is brought on behalf of those who purchased the securities of Universal American Financial Corporation (Universal) during the Class Period. Plaintiffs allege that Universal, a health and life insurance company, issued false and misleading statements regarding the financial performance of its senior health care segment, and allowed insiders to sell their privately...
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...1 THE VEGA FOOD COMPANY In February 2007, Francisco Valle, Jr., president of Industrias La Vega, organized the first family council meeting in the owning family’s history to address problems he was having with his youngest sister, Mari, a shareholder in the company. He felt that the problems were not of his making and were interfering with his management of the company. Francisco, 45, had worked closely with his father, Francisco Sr., since 1986 and had become president of the company in March 2004, when his 72-year-old father was killed in an automobile accident. Industrias La Vega was a Spanish meat-processing business that produced hams, sausages, and other delicacies for domestic and export markets. The $104.8-million-a-year business was demanding, of course, but Francisco Jr. felt most challenged by the family conflicts that often overwhelmed him. The ownership structure of Industrias La Vega had been updated just months before the tragic accident involving Francisco Sr. At the request of Francisco Jr., who was concerned about the possible loss of control of the enterprise he had co-managed with his father for years, Francisco Sr. and his attorneys had created two classes of stock. The voting A shares did not pay dividends. The nonvoting but dividend-bearing B shares had a par value 10 times higher than that of the A shares. Except for brief stints, none of the Valle daughters had worked in the business prior to their father’s death. Ana, the second eldest daughter, was...
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...Roslan as a director. b. authorize advance payment of RM50 000 to director Dato’ Kumar Rajan for official trip to South Korea. c. appoint of Dato Lim Goh Teng as a director to fill in casual vacancy to replace Mr Salmi Roslan. d. propose the retirement by rotation of Tan Sri Ooi Slim Tin and Dato’ Danial Sani Abdullah who agree to be re-elected. e. approve intention of Hafiz Faizal, a shareholder, to remove Mr Saju Kumar and replace him with Miss Rajen Kumaran. f. authorize company secretary to issue share certificate for allotment of 3,000 shares each to Zamani and Salami. g. approve reduction capital of RM0.20 for every existing ordinary share of RM1 each. h. approve the selling of company’s used trucks for RM 55,000 to Mr Bakri Hassan, son of the company’s chairman. i. authorize director to issue new share under Section 132D, Companies Acts 1965. j. approve the Audited Accounts for the year ended 30 June 2009 and the Reports of Auditors thereon. k. approve Directors’ Report and Chairman Statement for 2009 Annual Report. l. accept disclosure of interest by director Tan Sri Danish Shuhaimi, on his substantial shareholding in Virusan Sdn Bhd, a main supplier to H-wan N-wan Bhd. m. authorize the company secretary to issue notice to convene the AGM on 3rd December 2009 at Dewan 3, Wisma Salam, 25 Jalan Salam, 50010 Kuala Lumpur’ The board has passed all the above resolutions and has...
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...dollar amount investors will pay for $1 of current earnings. Problem 2 If most investors expect the same cash flows from Companies A and B but are more confident that A’s cash flows will be closer to their expected value, which company should have the higher stock price? Explain. The primary goal of a corporation should be to maximize its owner’s value. If a manager is to maximize shareholder wealth, he/she must know how that wealth is determined. Fundamentally, shareholder wealth is the number of shares outstanding at times the market price per share. A stock’s price at any given time depends on the cash flows a “marginal” investor expects to receive after buying the stock. With that being said, Company A’s cash flow would increase the stock price and the risk would be minimal. Management’s goal should be to make decisions designed to maximize the stock’s price. Problem 3 The president of Southern Semiconductor Corporation (SSC) made this statement in the company’s annual report: “SSC’s primary goal is to increase the value of our common stock holders’ equity.” Later in the report, the following announcements were made: a. The company contributed $1.5 million to the symphony orchestra in Birmingham, Alabama, its headquarters city b. The company is spending $500 million to open a new plant and expand operations in china. No profits will be produced by the Chinese operation for 4 years, so earnings will be depressed during this period versus what they would have been...
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...gradually grown in the stock markets of developing countries as a result of financial globalization. This trend has led to an increasing concern as to whether these investors can influence the management decisions of the local firms in developing countries. This paper empirically investigates the impact of foreign institutional investors on corporate dividend policy in the Indian stock market. Using sample firms whose ownership by foreign investors was 5% or higher through the fiscal period from 2007 to 2011, we examine whether foreign institutional investors with more than 5% of a company's shares can exert a significant impact on dividends. In addition, we investigate if more shares that foreign institutional investors have over major shareholders and the more shares that foreign institutional investors have over the previous year, the stronger the impact of foreign institutional investors have on corporate dividend policy. This study empirically shows the impact of foreign institutional investors from the viewpoint of corporate governance in India, where local institutional investors play inadequate roles as Stakeholders. FII STRONGHOLD A look at the BSE-500 ownership pattern suggests that FIIs held as much as 15 per cent of the full-market capitalisation of the BSE-500 and a whopping 35 per cent of the freefloat market cap as of March 2011, thus providing them considerable influence over stock markets. Domestic institutions (mutual funds and insurance companies), on the other...
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...Stakeholder: | Description: | Interest in DFS Furniture: | Interest in The University of Nottingham: | Consumer: | A consumer is an individual/organisation who buys a good/service for their personal use. They are a key stakeholder in some business’ as they are the primary source of their revenue. | A consumer would be interested in DFS, as they want them to produce high-quality, value-for-money products and the after-sales service in order to make any future sales. As they are the purchaser of the good, the business is essentially interested in the needs of the consumer. They can have a huge impact on the business as if they receive a poor quality product it would lead to any future sales being lost. This is vital as like every business, they need to sell in order to survive. In this instance the consumer could be pivotal to the survival if decline occurs. | A consumer would have an interest in The University of Nottingham as they want them to produce high quality service education. As the consumer are the students, they are market the business need to survive. If the educational system failed, then private businesses would fail to survive. This means that the business has to tailor the consumer’s needs for service. | Employee: | An employee is an individual who is hired under a contract of employment to work for a business. This could be Part-time, Full-time. Employees are key stakeholders in the business as they have that particular interest to work there, which should...
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...The evolution of the culture of our corporations has evolved in many ways and for many reasons. There were many different factors that played an important role in developing the change in the evolution of corporations. Societal and cultural influences played a major role in the early development of the objectives and reason for existence of corporations. Political forces have and will continue to play an influential role in the structure of corporations and the responsibilities corporations have in the communities in which they exist. Economic forces were one of the early influences, but will also continually be a leading factor in how corporations are governed and operated. The changes to how corporations are operated in turn affect the role of corporations and how they will be operated in the future. All of these factors for different reasons play an important role in the evolution of corporations. The decision making power transitioned from the individual to the corporation. The laws that govern the corporations, the individuals that work for the corporations, the boards that guide the corporations all evolved in the amount and type of authority they hold as well as the role they play. Individual behavior was one of the early influences on business and corporations. Businesses were owned by individuals and families. As businesses grew and the need for large scale operations grew, the scope of the operations of these businesses also expanded. The change was in...
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...Macaura applied the principle in Salomon v Salomon. 2. Answer: e, all of (a), (b) and (c). 3. Answer: d, the Walker case did not say anything about directors being unable to sit on more than one board in a company group. 4. Answer: b. 5. Answer: e. Breach of a Listing Rule is not a breach of the Corporations Act. 6. Answer: c, the Federal government could only legislate on companies if they were already formed, due to the way the Federal government’s constitutional power was interpreted by the High Court. Types and classes of companies, shares 7. Answer: c. A is wrong (pty co’s cannot meet the shareholder/size requirements for ASX listing). B is wrong, because it requires qualification. D is wrong, because they would need to convert to a public company first. 8. Answer: b, Listing Rule 10 requires listed companies to obtain shareholder approval of transactions with a person of influence, eg directors. 9. Answer: e. It is not just (a), because you’re asked what the difference is between the two – so you need to identify the correct characteristics of each one. (b) and (c) are therefore also incorrect, although (c) is the standout characteristic I was trying to get you to identify. The correct answer is (e). Previous iterations of this answer guide said that (c) was the correct answer although I changed the options around in the question and did not change the answer guide. Apologies for any confusion. 10. Answer: b, company A is presently a...
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...Nike Nike was founded 1964 but was known as blue ribbon sports however this was changed to Nike. Inc. in 1971. Nike was founded by Bill Bowerman and Phil Knight. Nike is a global business that operates in over 120 countries with a total of 62,600 employees worldwide. The continents North America, central America, Europe and Asia. Nike is the world’s largest supplier of athletic shoes and sports equipment. Nike sells items such as football boots, sports equipment, clothing, and shoes. Its competitors are Adidas, puma, Slazenger and reebok. Nike is in the private sector, meaning its aims to sell its products so it is able to turnover a profit. Nike is a A share in Nike is worth https: http//www.google.co.uk/webhp?sourceid=chrome-instant&ion=1&espv=2&ie=UTF-8#q=how%20much%20is%20a%20share%20in%20nike [1] Nike figures. This shows Nike’s key figures for 2015. However, these figures change every year. [2] Being a global business has its advantages and its disadvantages Advantages of being a global business Increase revenue profits by increasing global market share. Initiate cost reduction by being globally selective about resource supply chains and delivery. Generate market share increase. Job creation. Create consumer value. Ethical sustainability can be ensured by monitoring and regulating international labour forces. ...
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...Essay Maximizing shareholder value versus meeting the needs of all stakeholders. I did not grow up in New England and have only lived here for 10 years so Market Basket was relatively new to me. I certainly didn’t know about the higher wages and benefits the employees have enjoyed nor the family dynamics that operated within the company. It does seem odd that a company could have 2 cousins with the same first and last name wrestling for control of a multigenerational business, but truth can be stranger than fiction. After reading the article and watching the video, it reminded me that the Market Basket battle played out right here in our local community. In particular I remember going into the Market Basket in New Bedford last summer and seeing all the shelves barely stocked and speaking with a few employees about their fervent support of the ousted CEO. As an aside, we have many Market Basket employees that receive their medical care throughout the Southcoast system so I certain can see the interconnectivity between a corporation and the community. It’s been my experience that there are quite a few companies that do believe in meeting the needs of stakeholders and not just shareholder value. One in particular was Anheuser-Busch. When I lived in St. Louis, AB was an integral part of the community and its offices and original brewery anchored the southern section of the city. They paid higher wages, had generous benefits and even allotted 2 cases of beer per week to...
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...Some investors have warned that Marc Bolland who leads retailer Marks and Spencer (M&S) will face renewed scrutiny if its Christmas and New Year trading figures to be released next week disappoints the market, the Financial Times reported. The report cited the offloading of UK-based Standard Life Investments' share of the retailer during the past six months, presumably due to concerns over the performance of M&S. The shares sold by the Standard Life, one of the largest fund management groups in UK, were substantial: from holding over 2% of the company's shares as the 11th largest shareholder of the retailer, Standard Life Investments now holds an "underweight" position of only 1.43%, the report said. The call of other investors is for M&S to begin delivering, especially in clothing where the past few months placed its overhauled women's wear range under crucial test. One of the investors of M&S was blunt when telling FT about the vulnerability of Bolland's position. The report quoted the investor as saying, "Of all the retail chief executives, Mr Bolland's position is possibly the most vulnerable. We would not start urging his resignation at this stage, but if next week's results are weak and the group fails to tackle its problems on clothing over the next six months, then his position will come under pressure." Another investor told the FT that they have not been pleased with the retailer's performance. The investor added that Bolland had made plenty of promises but...
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