Paper muy bueno sobre Derecho de Sociedades recomendado por Prof. Jesús Alfaro

http://papers.ssrn.com/sol3/papers.cfm?abstract_id=204868 Tunnelling Simon Johnson Massachusetts Institute of Technology (MIT) - Entrepreneurship Center; National Bureau of Economic Research (NBER) Rafael La Porta Dartmouth College - Tuck School of Business; National Bureau of Economic Research (NBER) Florencio Lopez de Silanes EDHEC Business School; National Bureau of Economic Research (NBER); Tinbergen Institute Andrei Shleifer Harvard University - Department of Economics; National Bureau of Economic Research (NBER); European Corporate Governance Institute (ECGI) January 2000 Harvard Institute of Economic Research Paper No. 1887 Abstract: Tunnelling is defined as the transfer of assets and profits out of firms for the benefit of their controlling shareholders. We describe the various forms that tunnelling can take, and examine under what circumstances it is legal. We discuss two important legal principles - the duty of care and the duty of loyalty - which courts use to analyze cases involving tunnelling. Several important legal cases from France, Belgium, and Italy illustrate how and why the law accommodates tunnelling in civil law countries, and why certain kinds of tunnelling are less likely to pass legal scrutiny in common law countries. Number of Pages in PDF File: 15 JEL Classification: G3, G38, K22 working papers series