Most small firms, and in many countries, even large companies, are not publicly listed. This book provides a comprehensive account of non-listed businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics.

Preface ; 1. The Corporate Governance of Non-listed Companies ; 2. The First Pillar: Company Law-a One-size-fits-all Approach for Non-listed Companies ; 3. Company Law Developments in Europe ; 4. Company Law Developments in the United States and Asia ; 5. The Second Pillar: Contractual Arrangements ; 6. The Contractual Governance of Private Equity Funds and Hedge Funds- A Case Study ; 7. The Third Pillar: Optional Guidelines ; 8. Hybrid Business Forms and the Regulation of Illicit Transactions ; 9. Governance of Non-listed Companies: The Way Forward

More than just an analysis of current practices, the book looks at the potential for policy reform, providing a persuasive argument for the application of an improved corporate governance regime...Illuminating and richly entertaining, the guide offers a fascinating perspective on an oft-neglected area, and in so doing raises a number of interesting talking points and contentious issues.

`More than just an analysis of current practices, the book looks at the potential for policy reform, providing a persuasive argument for the application of an improved corporate governance regime...Illuminating and richly entertaining, the guide offers a fascinating perspective on an oft-neglected area, and in so doing raises a number of interesting talking points and contentious issues.' The In-House Lawyer `This book is the first comprehensive analysis of the governance of non-listed companies. This important work will be particularly valuable for anyone seeking to understand the law and economics of non-listed companies.' Stijn Claessens, Division Chief, Financial Studies, Research Department, IMF and Professor of International Finance, University of Amsterdam `McCahery and Vermeulen present a comprehensive and refreshingly new theoretical account of the legal and economic factors that play a decisive role in enhancing the quaity of corporate governance and performance in non-listed companies. This superb book, which fills a gap in the market, is a valuable academic study backed by empirical analyses of business practices, and should be of great interest to practitioners and students alike.' Gueler Manisali Darman, Vice Chair, ICC Financial Services and Insurance commission, Principal, Corporate Governance and Sustainability Center `Corporate governance scholarship has focused primarily on the publicly held company and paid far too little attention to other business entities. This much-needed book is fascinating, especially because of the international perspective it offers.' Henry T. C. Hu, Allan Shivers Professor in the Law of Banking and Finance, University of Texas at Austin `This book is a timely publication of unquestionable value. The lucid writing style makes it accessible to readers beyond the policymakers and lawmakers at whom it is aimed. Students, practitioners and consultants of business, government and law alike, regardless of the country in which they are operating, will find the empirical content and analysis which this book provides both informative and thought-provoking. Ideally, it will also provoke empirical research in the field of non-listed company corporate governance.' Sue McLaughlin, The Journal of Business Law, Issue 5, 2009 `Professors McCahery and Vermeulen have written an impressive study of a neglected area of corporate governance...this book is an encouraging addition to the literature on corporate governance. The academic writing is diverse, and the text is enlivened by diagrams, graphs, tables, and statistical comparisons from other economic studies. Equally impressive are the comparative and historical perspectives employed by the writers.' John Townsend, The Cambridge Law Journals, 2009 `McCahery and Vermeulen's book stands as a seminal work providing a sound exposition of the relationship between legal and economic aspects, and the influence that these have had, and continue to have, in the context of the corporate governance of non-listed companies. I highly recommend it.' Chris Mallin, Accounting in Europe, 10:1

Analyzes key changes in corporate form and governance including the changing regulation of partnerships and the rise of private equity Provides in-depth and empirical coverage of US, European, and Asian developments in the fast-changing field of corporate governance Examines both direct and indirect legal issues facing closely held firms, including tax, contractual, and regulatory issues

Joseph A. McCahery is Professor of Corporate Governance and Business Innovation at the University of Amsterdam Faculty of Economics and Econometrics and Professor of Financial Market Regulation at Tilburg University Faculty of Law Erik P. M. Vermeulen is Professor of Law and Management at Tilburg University Faculty of Law and Legal Counsel, Philips International B.V.

Analyzes key changes in corporate form and governance including the changing regulation of partnerships and the rise of private equity Provides in-depth and empirical coverage of US, European, and Asian developments in the fast-changing field of corporate governance Examines both direct and indirect legal issues facing closely held firms, including tax, contractual, and regulatory issues