Title: Shareholders' agreement as a tool to mitigate corporate conflicts of interests

Authors: Paulius Miliauskas

Addresses: Faculty of Law, Ghent University, Universiteitstraat 4, 9000 Gent, Belgium; Faculty of Law, Private Law Department, Vilnius University, Saulėtekio av. 9 – I Building, 10222 Vilnius, Lithuania

Abstract: Legal discussions in the context of corporate governance have for some time been dominated by the agency problems and possible legal solutions and strategies to solve them. However, little attention has been paid to the contractual means (including shareholders' agreements) to regulate relationships among shareholders and their relations with other corporate constituents. The aim of this paper is to show that shareholders' agreements can be used to mitigate some of the conflicts in the corporate governance field. The concept of the shareholders' agreement as well as a brief discussion on the comparative aspects of legal regulation in the Republic of Lithuania, the Kingdom of Belgium and the UK is provided in the article. Empirical data on the availability of shareholders' agreements in the publicly listed companies in the selected jurisdictions is also presented.

Keywords: company law; shareholders; shareholder agreements; corporate governance; shareholder protection; conflicts of interest; agency problems; contractual approaches; contracts; shareholder relationships; corporate constituents; comparative law; legal regulation; Lithuania; Belgium; UK; United Kingdom; public companies; listed companies; contract law; private law.

DOI: 10.1504/IJPL.2013.053011

International Journal of Private Law, 2013 Vol.6 No.2, pp.109 - 131

Published online: 29 Nov 2013 *

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