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Share transfer restrictions and family business: The minority shareholder perspective
Jönköping University, Jönköping International Business School, JIBS, Center for Family Enterprise and Ownership (CeFEO).
Jönköping University, Jönköping International Business School, JIBS, Commercial and Tax Law.
Jönköping University, Jönköping International Business School, JIBS, Center for Family Enterprise and Ownership (CeFEO).
2015 (English)In: European Business Law Review, ISSN 0959-6941, E-ISSN 1875-841X, Vol. 26, no 3, 437-450 p.Article in journal (Refereed) Published
Abstract [en]

Small- and medium-sized enterprises (SME's), of which most are family owned businesses (FOB's), play a crucial role in upholding many of the topics at the heart of the International Conference on Applied Business Research. They are especially noteworthy in relation to economic development, growth and innovation, sustainable development and rural development. The practice of FOBs is quite different from large companies with scattered ownership (Nordqvist, Hall & Melin, 2009). The practice turn in social science, well embraced in management studies (Vaara & Whittington, 2012), is relevant to develop new knowledge in the field of business law. We study the practice of shareholder protection and aim to narrow the gap between theory and practice regarding business law and FOBs. An entrepreneurially friendly and inspiring environment presupposes that business owners can protect their ownership positions against unwanted acquisitions of shares, as well as that they are not unwillingly locked-in in a position as minority owners. In addition, this requires legal rules that are not unnecessarily costly, time and energy consuming to comply with, administer and uphold. Legislators should, if possible, thus provide a set of rules that facilitates for owners to effectively avoid both unwanted acquisitions of shares and locked-in positions. We conclude that default rules in the form of e. g. a right of first refusal should be included in the articles, since the lack of an open market place anyhow makes it highly difficult to sell the shares. Furthermore, we find it important to allow also clauses that enhance the possibility to avoid locked-in positions in the articles whereas most national legislations today permit only clauses that contribute to the protection of ownership positions. Key words: family business development, small-medium sized enterprises (SME), business law, share transfer restrictions, minority shareholders, articles of association, shareholder's agreement, practical implications.

Place, publisher, year, edition, pages
2015. Vol. 26, no 3, 437-450 p.
Keyword [en]
Family business, share transfer restrictions, minority shareholder
National Category
Social Sciences Economics and Business
Identifiers
URN: urn:nbn:se:hj:diva-27474OAI: oai:DiVA.org:hj-27474DiVA: diva2:826537
Available from: 2015-06-25 Created: 2015-06-25 Last updated: 2016-02-04Bibliographically approved

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