Kapitalejers valg af ledelsesstruktur: En juridisk og økonomisk analyse af de mulige ledelsesstrukturer i et aktieselskab i henhold til selskabsloven

Kasper Lind

Student thesis: Master thesis

Abstract

In March 2010, the main part of a new law – the Companies Act - came into effect in Denmark. Through this new act, the capital owner of a public limited company gained an increased flexibility to structure the management of the company. The new Companies Act made it possible to choose between three different management structures: - A single board, consisting of executive and non-executive directors (known from the UK) - A supervisory board and a management board (known from Germany) - A Board of Directors and a management board (the model used in Denmark up until the new Companies Act came into effect) As a result of this newly acquired flexibility, it is relevant to examine how this possibility of choice can improve the utility of the residual recipient of the company’s surplus - the owner or owners. The Companies Act does not stipulate many requirements regarding candidates chosen to sit on these boards nor their tasks. It is therefore mostly up to the owner of the company to decide which management structure to use. The Principal/Agent-theory explains how it can become problematic if the supervisory task, no matter whom this task is given to, is shifted too far away from the company and the daily management. The economic analysis and model in this thesis shows, due to the assumptions made, that it is more efficient for the owner of the company to choose a management structure which ensures that the supervisory task is placed close to the daily management, as this will increase the utility achieved by the owner of the company. Placing the directors with the supervisory task close to the daily management could cause problems with interdependence. However, problems of this nature can be managed by the owner’s choice of whom to place on the different boards. The economic model presented in this thesis does not account for numerous other determinants that could account for the choice of a management structure other than the one proposed in this thesis. However, it must be acknowledged that a variety of other determinants do exist, and these could influence the owner’s choice, as they could factor a difference in utility for the owner. Regardless of which management structure an owner deems best for the company, it is clear that this increase in flexibility allowed by the new Companies Act allows for utility maximisation from the owner’s point of view, since he, as the residual recipient of the company’s surplus, can now evaluate the options and choose, the management structure that gives him the highest level of utility.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2010
Number of pages75