亚洲的企业管治 Corporate Governance-Part 2

Asset transfers on overly favourable terms to other companies owned by controlling shareholders is another tunneling tactic. Granting of specific contracts to particular companies on favourable terms and the transfer of liabilities can all benefit controlling shareholders over minority ones. Transfer pricing tactics between companies owned by the same controlling shareholder can exploit both minority shareholders and creditors.

One way in which controlling shareholders can tunnel a company relates to capital increases. It is not uncommon for new shares in a company to be issued and sold either directly or through a related party to the controlling shareholder on favourable terms. This not only provides a built in premium for the dominant party, but also decreases the holding of minority shareholders. We return to this issue below.

In kind contributions to controlling shareholders can also extract resources from a company even before they reach the bottom line, reducing profitability and pidends to be paid. Cars, houses, yachts, luxury ‘business travel’ and other perks may be given to controlling shareholders but not others. In addition, the controlling shareholder, along with friends and relatives may also have management positions for which they are overcompensated. Investment decisions may reflect the personal interests of the controlling shareholders and low profit subsidiaries of the company created in order to satisfy the whims of children of the founder.

The greatest opportunity for minority shareholders to come together and have their vo

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