Corporate P & A Governance: Corporate Governance in Danish unlisted limited liability companies

Tanja Skøtt Koefoed

Student thesis: Master thesis

Abstract

The main goal of this master thesis is to examine when owners of unlisted Danish limited liability companies can use corporate governance to create value. The meaning of value is therefore discussed shortly to define which factors affect the perception of value to a company owner. Examples of different company structures are set out to clarify, how the owner may have other roles in the company and how this will affect the owner’s value. The thesis continues by reviewing the concept of corporate governance, which has been known for many years, and can be traced back to the early 20th century. Denmark has around 113.000 registered limited liability companies, whereof only 153 are publicly listed. This makes it interesting to examine, if recommendations for corporate governance would be of relevance for these unlisted companies as well. The legal analysis of specific provisions in the Danish Companies Act and also the Danish soft law initiative aimed at listed companies concludes that tasks and responsibilities depend on what role the owner has in the company and so will the owners appraisal of value and that soft law can be used in conjunction with the existing Danish company law as a guideline for best practice. The economic examination of the foundations of the economic theory of principal and agents, agency theory, and the principal-agent problems that exist in Danish perspective determines how the roles of the company owner will result in different agency costs and also benefits and risks and how the highly concentrated ownership structure is influencing the use of corporate governance in Danish unlisted companies. The integrated analysis of firstly the Danish business demography and capital market and secondly three existing soft law initiatives for unlisted companies illustrates how the importance of the company owner and capital marked characteristics influences the value added to the company and how, based on this knowledge, input from existing initiatives can be used to create value for owners of unlisted Danish companies is found. The thesis concludes that owners can use corporate governance to create value when it may affect their ability to secure continuity of the company and obtain financing for growth.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
LanguageEnglish
Publication date2016
Number of pages80