The Forum's fourth toolkit, Resolving Corporate Governance Disputes, provides practical guidance on how consensus-based alternatives to adjudication can help prevent, resolve, and reduce the negative impact of corporate governance disputes and consequently contribute to improving corporate governance practices, strengthening investor confidence, and supporting business continuity.
Governance disputes involve the board's powers and actions or its failure or refusal to act. The conflicts may arise between the board and its shareholders or between directors and executive management. They may also involve issues among the directors themselves and between the board and other stakeholders.
The toolkit is divided into three volumes. The first volume explores the rationale for applying ADR mechanisms to corporate governance disputes. The second focuses on the implementation and use of corporate governance dispute resolution mechanisms and services. The third reviews the skills required for effectively resolving corporate governance disputes and addresses the training needs of both directors and dispute resolution professionals.
Module 1: What Are Corporate Governance Disputes? Module 2: Why Care about Corporate Governance Disputes? Module 3: How Can Alternative Dispute Resolution Help?
1. Further Reading 2. Board Structures and Potential for Disputes 3. Excerpts from Directors’ Resignation Letters 4. Categories of Corporate Governance Related Disputes 5. Example of Dissident Shareholder Letter to the Board 6. Indicative List of ADR Procedures 7. Table Comparing Negotiation, Litigation, Mediation 8. Typical Steps in Constructive Negotiation 9. Sample Definitions of Mediation from Around the World 10. Links to Sample Mediation Rules and Procedures 11. Typical Steps in Mediation 12. Typical Steps in Arbitration
Volume 2: Implementation Module 1: What Should be the Role of the Board? Module 2: How to Mainstream Corporate Governance Dispute Resolution? Module 3: Who Can Provide Corporate Governance Dispute Resolution Services?
1. Essentials of a Shareholder Agreement 2. Sample Mediation and Dispute Resolution Clauses 3. Implications of E-Mail Communications for Negotiation 4. Sample Board Evaluation Tool 5. Sample Director Self-Evaluation Tool 6. Sample Self-Assessment Questionnaire for Bank Directors 7. Sample Mediation Laws from around the World 8. SECP – Dispute Settlement Mechanism 9. Amman Stock Exchange Directives for Dispute Resolution 10. BSE Arbitration Court 11. BM&FBOVESPA Market Arbitration Panel 12. King Report on Governance for South Africa – 2009 13. Factors to Guide Selecting ADR Services 14. Agreeing the Terms of the Mediation
1. Basic Adult Learning Guidelines 2. Standard Guidance for Corporate Governance Dispute Case Study Discussions 3. Role Play Techniques 4. Kardal Fashions Ltd.: A Corporate Governance Dispute Resolution Role Play 5. NeonSpark Corporation: A Corporate Governance Dispute Resolution Role Play 6. Techno Ltd.: A Corporate Governance Dispute Resolution Role Play 7. Max Henry University: A Corporate Governance Dispute Resolution Role Play 8. Agromash OSJC: A Corporate Governance Dispute Case Study Exercise 9. Corporate Governance Reading Guide for Dispute Resolution Experts