Since the Asian currency crisis the legal framework for protecting minority shareholders in Thai listed companies has been strengthened. International and Western legal principles have been adopted to improve its efficiency and effectiveness. the main purpose has been to grow investment. The research questions whether the adopted legal principles are appropriate in the Thai context. It considers (i) whether the existing Thai legal framework provides adequate protection for minority shareholders; (ii) whether the transplanting of legal frameworks from other jurisdictions into Thai law is feasible; and (iii) what the obstacles to legal reforms are.

The Organization for Economic Co-operation and Development (OECD) had identified various corporate governance challenges in Asia, the most serious of these being the expropriation of minority shareholders. Since the 1997 Asian economic crisis, minority shareholder protection has become an area for focus as part of the overall movement to improve corporate governance of public listed companies in Thailand. The Stock Exchange of Thailand estimated that it has about nine million investors, directly and indirectly. A majority of these are minority shareholders who, left on their own accord, have little competitive advantage against controlling shareholders and their nominated corporate insiders. This study examines the protection of minority shareholders in public listed companies in Thailand by conducting a survey on a sample of 150 minority shareholders in order to derive recommendations for improvement of their protection.

In her comparative analysis of the protection of minority shareholders in Vietnam, Thailand and Malaysia, the author first compares the law-on-the-books, then evaluates which informal rules and enforcement characteristics determine the protection of minority shareholders in each country, and finally compares these factors and their impact. The analysis of the formal rules aiming to protect minority shareholders in the three countries shows that a conversion towards the Anglo-American concept of corporate law is taking place. However, in all three jurisdictions, there is a gap between the "law in the books" and the "law in action" although the degree of this gap depends on the local context. Although the local context is very different in the three countries for various reasons, the legal devices to protect minority shareholders face similar problems in all three jurisdictions. In sum, monitoring of corporations - and thus the protection of minority shareholders - remains a public good. Due to the lack of control by a fully developed capital market, public enforcement remains a key issue. The author therefore concludes that in all three countries, further improvement of corporate governance requires reforms of public governance. -- In ihrer rechtsvergleichend angelegten Arbeit untersucht die Verfasserin den Schutz von Minderheitenaktionären in Vietnam, Thailand und Malaysia sowohl auf der Ebene der gesetzlichen Regelungen als auch auf der Ebene ihrer tatsächlichen Wirkung. Ziel der Arbeit ist es, einen Einblick in die tatsächliche Funktionsweise des Unternehmens- und Gesellschaftsrechts zu ermöglichen. Gestützt auf die Ergebnisse ihrer Feldforschung zeigt die Autorin, dass sich die Rechtsregelungen in den drei Jurisdiktionen auf dem Papier zwar denjenigen der USA annähern, zwischen dem "law in the books" und dem "law in action" jedoch ein erheblicher Unterschied besteht, dessen Ausmaß vom jeweiligen lokalen Kontext bestimmt wird. Die Autorin zeigt auf, dass sich die Mechanismen, die dem Schutz von Minderheitenaktionären dienen, in allen drei Jurisdiktionen trotz der erheblichen Unterschiede im lokalen Kontext ähnlichen Schwierigkeiten ausgesetzt sehen. Der Schutz von Minderheitenaktionären erweist sich im Ergebnis als ein öffentliches Gut, der in Anbetracht einer mangelnden Kontrolle durch den Kapitalmarkt auf stattliche Durchsetzung angewiesen ist und damit nicht nur Reformen der corporate governance, sondern auch der public governance voraussetzt.

This dissertation, "Director's Responsibilities: a Study of Thai Corporate Governance and Ethics" by Nopnuanparn, Pavasant, was obtained from The University of Hong Kong (Pokfulam, Hong Kong) and is being sold pursuant to Creative Commons: Attribution 3.0 Hong Kong License. The content of this dissertation has not been altered in any way. We have altered the formatting in order to facilitate the ease of printing and reading of the dissertation. All rights not granted by the above license are retained by the author. Abstract: Corporate governance of Thailand has been developed and reformed, particularly after 1997 Asian financial crisis. However, problems regarding director's responsibilities are still entrenched in company law and corporate practices. The challenges of Thai corporate governance on director's responsibilities are found in the areas of director's accountability and minority shareholders protection. Legal provisions on director's fiduciary duties and director's duty of care and skill are unable to regulate director's misbehaviors. Directors are not fully aware of their proper responsibilities to the company. They tend to act for their own interest or interest of their group, the controlling shareholders. In addition, legal enforcement on director's responsibilities is not effective in practice. Shareholders litigation or other actions against directors who are in breach of their duties is rare, though there is derivative action provided as remedy for minority shareholders. In finding solutions for those problems, all relevant aspects should be brought into consideration. Corporate governance on director's responsibilities is related to law, business and ethics. Director's responsibilities are matters concerning human conducts, actions, behaviors as well as practices. They are related to ethics of each company director and ethics of the board members as a whole. In addition to legal and business aspects, ethical aspect should also be considered in the reform of corporate governance on director's responsibilities of Thailand. This thesis is the study of Thai corporate governance on director's responsibilities and ethics in order to find appropriate ethical theory where good corporate governance principles will be built on. Among relevant ethical theories i.e. utilitarianism, Kantian ethics, virtue ethics and contractualism, virtue ethics of Aristotle is the most appropriate ethical theory to be applied to corporate governance on director's responsibilities of Thailand. It is suitable for the nature of corporate governance on director's responsibilities, the conditions underlying its problems, and the understanding and practices of people in Thai society. Virtues and means of virtue ethics should be applied as complements to fiduciary principles for enhancing director's accountability. The doctrine of mean of virtue ethics should be applied as complement to derivative action for enforceability and effectiveness of minority shareholders protection. In this regard, some related regulations and codes of best practices will be prescribed by adopting appropriate virtues or means, and the relevant regulators i.e. the Securities and Exchange Commission (the SEC) and the Stock Exchange of Thailand (the SET) will be given authority to interpret and apply such regulations and codes of best practices on a case by case basis. DOI: 10.5353/th_b5186499 Subjects: Directors of corporations - Legal status, laws, etc - Thailand Corporate governance - Law and legislation - Thailand

Thailand's currency crisis set off a national and regional economic meltdown in the closing years of the twentieth century. Written by Thai economists, this book gives a progress report on good corporate governance practices in listed non-financial companies, financial institutions, state-owned enterprises, and non-listed companies in Thailand.

Seventeen in a series of annual reports comparing business regulation in 190 economies, Doing Business 2020 measures aspects of regulation affecting 10 areas of everyday business activity.