Abstract

GERMAIN, GUILLERMO CABALLERO  and  PARDOW, DIEGO. Less is More: Analysis of The Practices on the Incorporation and Corporate Governance of Limited Liability Companies in Chile. Rev. Derecho Privado [online]. 2020, n.39, pp.301-321.  Epub Nov 02, 2020. ISSN 0123-4366.  https://doi.org/10.18601/01234366.n39.12.

This paper reviews the practices on the incorporation and corporate governance of a type of corporation named "sociedades por acciones" in Chile. Our data suggests that an average "sociedad por acciones" has very few clauses amending the bylaws proposed by the legislator, noticeably the replacement of a board of directors by a structure of conventionally delegated management and simplification of the mechanism for dispute resolution. It also interesting that several innovations introduced by the legislation, such as shareholding preferences and special regimes for paying dividends, had a rather small impact in the respective business practices. From the approach of the economic analysis of the law, both of these trends are consistent with the idea of simplifying the rules governing a corporation. Nevertheless, this strong preference for a conventionally delegated management poses several conceptual problems related with deciding which type of rules should be applied by default to the "sociedades por acciones".

Keywords : limited liability company; corporate governance; default rules.

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