For the corporate business model to be successful, it is important to align the interests of those who control and finance the firm. Corporate law has here an important task to fulfill. It offers a legal framework that can facilitate parties to conclude mutually preferable agreements at low transaction costs. The purpose of this paper is to show how to design corporate law to fulfill this task and apply this knowledge to a Swedish case. A two-dimension model that simultaneously considers both the regulation intensity and the level of default of corporate law is presented. The earlier literature treats these dimensions separately. By adding a transaction cost perspective to our model, we assess different regulatory techniques and examine how the Swedish legislation can be amended to help corporations by offering a standard contract that lowers the transaction costs of contracting. This can be achieved if default rules or standards of opt-out character are combined with other regulatory techniques with lower transaction costs such as opt-in alternatives and menus. We also show how our model can be used in other studies as a tool to analyze the design of legal rules.
PurposeThis study sheds light on a hitherto understudied group in family business literature: widows. We explore the roles a widow may take following the unexpected death of her owner-manager spouse when she had no salient role in the business prior to the death.Design/methodology/approachWe used a qualitative approach to research, to study inductively the roles considered and taken by three widows who unexpectedly succeeded as owners of Swedish privately held family firms. We conducted semi-structured interviews with widows and children in top management.FindingsWe construct a typology of four main roles a widow can take and analyse the underlying dimensions that they represent. We also analyse to which extent the choice of role widow can be explained by psychological ownership and double-loss theory. The typology can be used as a tool for family business owners and their advisors as the basis of an open and non-prejudiced discussion of the choices available to a widow.Originality/valueWe have investigated the factors that influence a widow's decision whether to take over the business or not, as suggested in previous research by, for example, Martinez et al. (2009). We explore the roles a widow can consider and adopt. The study advances our understanding of how businesses can remain as family firms also in the event of the unexpected death of an owner-manager (De Massis et al., 2008). We hereby contribute to the literature on sudden successions and on women in family businesses.
The success of closely held companies largely depends on a well-functioning collaboration between the shareholders. Split ambitions, differenced targets and conflicts among owners can create a need to end the collaboration. The owners need a plan for a structural business partner divorce, i. e., regulation of shareholder exits. This study analyze full and partial shareholder exits with the aid of an interview study with eighteen legal advisors. Through a grounded approach to analysis, and with aid of the Nvivo software, different exit situations are identified and categorized. Exit strategies can be regulated in shareholders’ agreements, in the articles of association, or by legislation. The later alternative, correctly constructed, could reduce transactions costs for the shareholders, as the legislation can serve as a standard contract. This study assesses to what extent the Swedish Companies Act functions as a standard contract for closely held firms on the topic of exit regulation. The study reveals that the Swedish Companies Act is of little help. Instead, the cost of contracting to regulate exits in shareholders’ agreements is placed on the parties. This calls for legislative change.
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