| Indicator |
Answer as recorded by the Doing Business 2020 report |
Score assigned by the Doing Business 2020 report |
|---|
| Extent of conflict of interest regulation index (0-10) |
|
|
| Extent of disclosure index (0-10) |
|
4 |
| Whose decision is sufficient to approve the Buyer-Seller transaction? (0-3) |
Board of directors excluding interested members |
2 |
| Must an external body review the terms of the transaction before it takes place? (0-1) |
No |
0 |
| Must Mr. James [see Methodology hyperlink] disclose his conflict of interest to the board of directors? (0-2) |
Full disclosure of all material facts |
2 |
| Must Buyer disclose the transaction in periodic filings (e.g. annual reports)? (0-2) |
No disclosure obligation |
0 |
| Must Buyer immediately disclose the transaction to the public? (0-2) |
No disclosure obligation |
0 |
| Extent of director liability index (0-10) |
|
4 |
| Can shareholders representing 10% of Buyer's share capital sue for the damage the transaction caused to Buyer? (0-1) |
Yes |
1 |
| Can shareholders hold Mr. James liable for the damage the transaction caused to Buyer? (0-2) |
Liable if negligent |
1 |
| Can shareholders hold the other directors liable for the damage the transaction caused to Buyer (0-2) |
Liable if negligent |
1 |
| Must Mr. James pay damages for the harm caused to Buyer upon a successful claim by shareholders? (0-1) |
Yes |
1 |
| Must Mr. James repay profits made from the transaction upon a successful claim by shareholders? (0-1) |
No |
0 |
| Is Mr. James disqualified upon a successful claim by shareholders? (0-1) |
No |
0 |
| Can a court void the transaction upon a successful claim by shareholders? (0-2) |
Only in case of fraud or bad faith |
0 |
| Ease of shareholder suits index (0-10) |
|
3 |
| Before suing, can shareholders representing 10% of Buyer's share capital inspect the transaction documents? (0-1) |
Yes |
1 |
| Can the plaintiff obtain any documents from the defendant and witnesses at trial? (0-3) |
No |
0 |
| Can the plaintiff request categories of documents from the defendant without identifying specific ones? (0-1) |
No |
0 |
| Can the plaintiff directly question the defendant and witnesses at trial? (0-2) |
Yes |
2 |
| Is the level of proof required for civil suits lower than that of criminal cases? (0-1) |
No |
0 |
| Can shareholder plaintiffs recover their legal expenses from the company? (0-2) |
At the discretion of the court |
0 |
| Extent of shareholder governance index (0-20) |
|
|
| Extent of shareholder rights index (0-6) |
|
0 |
| Does the sale of 51% of Buyer's assets require shareholder approval? |
No |
0 |
| Can shareholders representing 10% of Buyer's share capital call for a meeting of shareholders? |
Yes |
1 |
| Must Buyer obtain its shareholders’ approval every time it issues new shares? |
No |
0 |
| Do shareholders automatically receive preemption rights every time Buyer issues new shares? |
No |
0 |
| Must shareholders approve the election and dismissal of the external auditor? |
Yes |
1 |
| Are changes to the rights of a class of shares only possible if the holders of the affected shares approve? |
Yes |
1 |
| Extent of ownership and control index (0-7) |
|
0 |
| Is it forbidden to appoint the same individual as CEO and chairperson of the board of directors? |
No |
0 |
| Must the board of directors include independent and non executive board members? |
Yes |
1 |
| Can shareholders remove members of the board of directors without cause before the end of their term? |
Yes |
1 |
| Must the board of directors include a separate audit committee exclusively comprising board members? |
No |
0 |
| Must a potential acquirer make a tender offer to all shareholders upon acquiring 50% of Buyer? |
No |
0 |
| Must Buyer pay declared dividends within a maximum period set by law? |
No |
0 |
| Extent of corporate transparency index (0-7) |
|
0 |
| Must Buyer disclose direct and indirect beneficial ownership stakes representing 5%? |
No |
0 |
| Must Buyer disclose information about board members’ primary employment and directorships in other companies? |
Yes |
1 |
| Must Buyer disclose the compensation of individual managers? |
No |
0 |
| Must a detailed notice of general meeting be sent 21 days before the meeting? |
Yes |
1 |
| Can shareholders representing 5% of Buyer’s share capital put items on the general meeting agenda? |
No |
0 |
| Must Buyer's annual financial statements be audited by an external auditor? |
Yes |
1 |
| Must Buyer disclose its audit reports to the public? |
No |
0 |
