Mainland China traditionally maintained the one-share-one-vote (OSOV) principle. Since 2019, however, Chinese authorities have introduced rules supporting the dual-class equity structure (DCES) for “innovative enterprises.” Due to concerns about investor-protection issues, China’s DCES...

The Korean Stewardship Code is remarkably similar to the UK Stewardship Code in terms of the language. However, a significant difference lies in the motivation. A major concern in the UK is the dormancy of institutional investors in widely-held shareholding. Conversely, a primary purpose of...

This Article explains the interplay between stewardship, shareholder activism, and ESG in the context of the National Pension Service (NPS) in Korea. Largely due to the NPS’s enormous influence in the domestic economy, stewardship and shareholder activism have emerged in Korea. Also,...

This draft explores the takeover war between Vanke (target) and Baoneng Group (bidder) and related issues on hostile takeovers in China. The Vanke-Baoneng case (hereinafter Vanke case) has raised many questions about corporate governance, a market for corporate control, market institutions,...

This paper analyzes understudied aspects of related party transactions (RPTs) in China’s state-owned enterprises (SOEs). This paper defines the government as an “institutional controlling shareholder” of SOEs. In addition, this paper examines two types of RPTs in the SOE sector:...

Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders (“roving controllers”) loot all (or substantially all) corporate...

In his article, Controlling Family Shareholders in Developing Countries: Anchoring Relational Exchange, Professor Ronald Gilson raises critical points against the conventional view of corporate governance in a controlling shareholder regime with poor investor protection: (1) given that equity...

In the controlling shareholder ownership, tunneling (i.e., wealth transfer from a corporation to a controlling shareholder) is a prevailing business practice. In corporate groups — which are main business associations in many emerging markets — it is reported that tunneling primarily takes...