The Nordic Corporate Governance Model

The Nordic Corporate Governance Model, Per Lekvall, ed., SNS Förlag, Stockholm, December 2014

Nordic & European Company Law Working Paper No. 14-12

289 Pages Posted: 9 Dec 2014 Last revised: 27 May 2015

Per Lekvall

Swedish Corporate Governance Board

Ronald J. Gilson

Stanford Law School; Columbia Law School; European Corporate Governance Institute (ECGI)

Jesper Lau Hansen

University of Copenhagen - Faculty of Law (FOCOFIMA)

Carsten Lønfeldt

Nasdaq Copenhagen Advisory Board

Manne Airaksinen

Roschier Attorneys Ltd.

Tom Berglund

Hanken School of Economics - Department of Economics

Tom von Weymarn

Hartwall Capital

Gudmund Knudsen

BA-HR Law Firm

Harald Norvik

Aschehoug Publishing Co.

Rolf Skog

Göteborg University - Department of Law

Erik Sjöman

Vinge Law Firm

Date Written: December 1, 2014

Abstract

The Nordic Region is remarkable in many ways and has been the subject of increasing interest over the past years. The five countries of Denmark, Finland, Iceland, Norway and Sweden are culturally closely aligned and combine a well-functioning business sector and high GDP with an expansive welfare state and high taxes. What has been well less known outside the Nordic Region is the shared corporate governance model used by companies and for the first time a comprehensive study is available in English to explain this model.

The main part of the study is the condensed presentation of the Nordic CG model. It is based on four country reports covering the three EU Member States (DK, F, S) and one EEA Member State (N). Each country report has been drawn up by a team consisting of a legal expert and a corporate governance expert with practical experience. To ensure that the report reflects actual practices, each team was assisted by a reference group consisting of business practitioners with extensive experience from large-cap listed companies and connections to the national CG code committees. To provide an international aspect, the renowned American scholar Ronald J Gilson contributed a comment on the report’s findings in a separate chapter.

The key observation of the study is that the Nordic CG model allows the shareholder majority to effectively control and take long-term responsibility for the company that they own. The alleged risk of such a system – the potential that a shareholder majority misuses its power for its own benefit at the expense of minority shareholders – is effectively curbed through a well-developed system of minority protection. The result is a governance model that encourages strong shareholders to engage in the governance of the company in their own interest, while creating value for the company and all its shareholders.

Note: The report was presented at a conference in Stockholm on 1 December 2014 and in Copenhagen on the 3 December. It is available in print from SNS – Centre for Business and Policy Studies in Stockholm and as a pdf-file copy for free downloading. On 14 February 2015, the report will be presented at a conference in Brussels. More information is available from SNS.

Keywords: corporate governance

JEL Classification: K22

Suggested Citation

Lekvall, Per and Gilson, Ronald J. and Hansen, Jesper Lau and Lønfeldt, Carsten and Airaksinen, Manne and Berglund, Tom and von Weymarn, Tom and Knudsen, Gudmund and Norvik, Harald and Skog, Rolf and Sjöman, Erik, The Nordic Corporate Governance Model (December 1, 2014). The Nordic Corporate Governance Model, Per Lekvall, ed., SNS Förlag, Stockholm, December 2014; Nordic & European Company Law Working Paper No. 14-12. Available at SSRN: https://ssrn.com/abstract=2534331

Per Lekvall (Contact Author)

Swedish Corporate Governance Board ( email )

Stockholm
Sweden

Ronald J. Gilson

Stanford Law School ( email )

559 Nathan Abbott Way
Stanford, CA 94305-8610
United States
650-723-0614 (Phone)
650-725-0253 (Fax)

Columbia Law School ( email )

435 West 116th Street
New York, NY 10025
United States
212-854-1655 (Phone)
212-854-7946 (Fax)

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114
B-1050 Brussels
Belgium

Jesper Lau Hansen

University of Copenhagen - Faculty of Law (FOCOFIMA) ( email )

Studiestraede 6
Studiestrade 6
Copenhagen, DK-1455
Denmark

HOME PAGE: http://www.jur.ku.dk

Carsten Lønfeldt

Nasdaq Copenhagen Advisory Board ( email )

Copenhagen
Denmark

Manne Airaksinen

Roschier Attorneys Ltd. ( email )

Helsinki
Finland

Tom Patrik Berglund

Hanken School of Economics - Department of Economics ( email )

PO Box 479
FI-00101 Helsinki
Finland
+358-9-43133 345 (Phone)
+358-9-43133 382 (Fax)

Tom Von Weymarn

Hartwall Capital ( email )

Pohjoisesplanadi 5
Helsinki
Finland

Gudmund Knudsen

BA-HR Law Firm ( email )

Stranden 1
PB. 1524 Vika
Oslo, 0117
Norway

Harald Norvik

Aschehoug Publishing Co. ( email )

Oslo
Norway

Rolf R. Skog

Göteborg University - Department of Law ( email )

Viktoriagatan 30
Box 650
Göteborg, 40530
Sweden
+46 31 7866990 (Phone)

HOME PAGE: www.law.gu.se

Erik Sjöman

Vinge Law Firm ( email )

Stockholm
Sweden

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