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Listed Company v/s Listed Public Company | Siddharth Agarwal | Amendment | 177, 178
นอกจากการดูบทความนี้แล้ว คุณยังสามารถดูข้อมูลที่เป็นประโยชน์อื่นๆ อีกมากมายที่เราให้ไว้ที่นี่: ดูความรู้เพิ่มเติมที่นี่
I have explained the difference between Listed Company \u0026 Listed Public Company. It is with respect to the Amendment Act 2017 about Section 177, 178 of Companies Act 2013.
Important Amendment in Definition of Listed Company | Mohit Agarwal
Important Amendment in Definition of Listed Company | Mohit Agarwal
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Chapter 5 Part 6 ll Types of companies Part 3 ll Business Laws ll CA Kanika Khetan
In this video we are covering listed and unlisted companies along with government company and section 8 companies
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Companies Act Part 4 ll Types of Companies : https://youtu.be/DcIrY9160pY
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What is DUAL-LISTED COMPANY? What does DUAL-LISTED COMPANY mean? DUAL-LISTED COMPANY meaning
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What is DUALLISTED COMPANY? What does DUALLISTED COMPANY mean? DUALLISTED COMPANY meaning DUALLISTED COMPANY definition DUALLISTED COMPANY explanation.
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Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/bysa/3.0/ license.
A duallisted company or DLC is a corporate structure in which two corporations function as a single operating business through a legal equalization agreement, but retain separate legal identities and stock exchange listings. Virtually all DLCs are crossborder, and have tax and other advantages for the corporations and their stockholders.
In a conventional merger or acquisition, the merging companies become a single legal entity, with one business buying the outstanding shares of the other. However, when a DLC is created, the two companies continue to exist, and to have separate bodies of shareholders, but they agree to share all the risks and rewards of the ownership of all their operating businesses in a fixed proportion, laid out in a contract called an \”equalization agreement.\” The equalization agreements are set up to ensure equal treatment of both companies’ shareholders in voting and cash flow rights. The contracts cover issues that determine the distribution of these legal and economic rights between the twin parents, including issues related to dividends, liquidation, and corporate governance. Usually, the two companies will share a single board of directors and have an integrated management structure. A DLC is somewhat like a joint venture, but the two parties share everything they own, not just a single project; in that sense, a DLC is similar to a general partnership between publicly held corporations.
A duallisted company structure is effectively a merger between two companies, in which they agree to combine their operations and cash flows, and make similar dividend payments to shareholders in both companies, while retaining separate shareholder registries and identities. In virtually all cases, the two companies are listed in different countries.
There are often tax reasons for companies from different jurisdictions to adopt a DLC structure instead of a regular merger where a single share is created. A capital gains tax could be owed if an outright merger took place, but no such tax consequence would arise with a DLC deal. Differences in tax regimes may also favour a DLC structure, because crossborder dividend payments are minimized. In addition, there may be favourable tax consequences for the companies themselves. Once companies have chosen a DLC structure, there can be major tax obstacles to cancelling the arrangement.
Issues of national pride may sometimes also be involved; where both parties to a proposed merger or takeover are in a strong position and do not need to merge or accept a takeover, it can be easier to push it through if the country with the smaller business is not \”losing\” its corporation.
A third motive is the reduction of investor flowback, which would depress the price of the stock of one of the firms in their own market if the merger route were used instead. That is, some institutional investors cannot own the shares of firms domiciled outside the home country or can only own such shares in limited quantity. In addition, in a merger, the nonsurviving firm would be removed from all the indices. Index tracking funds would then have to sell the shares of the surviving company. With the DLC structure, all of this would be avoided.
A fourth motive is that DLCs do not necessarily require regulatory (antitrust) consent and may not be constrained by the requirement of foreign investment approval. Finally, the access to local capital markets may be reduced when a quotation disappears in a regular merger. This is based on the idea that local investors are already familiar with the company from the preDLC period. However, the DLC structure also has disadvantages. The structure may hamper transparency for investors and reduce managerial efficiency. In addition, issuing shares in a merger and capital market transactions (such as SEOs, share repurchases, and stock splits) are more complex under the DLC structure.
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