Toolkit: Resolving Corporate Governance Disputes

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.

The Toolkit is key feature of the Forum's activities in the field of Resolving Corporate Governance Disputes. It will also be available in Spanish in May 2011.

Download the Toolkit by volumes below:

Standard Guidelines for Dissemination, Use and Adaptation of the Toolkit on Resolving Corporate Governance Disputes

USER GUIDE

Volume 1: Rationale

1. What Are Corporate Governance Disputes?
2. Why Care about Corporate Governance Disputes?
3. How Can Alternative Dispute Resolution Help?

ANNEXES
- Further Reading
- Board Structures and Potential for Disputes
- Excerpts from Directors’ Resignation Letters
- Categories of Corporate Governance Related Disputes
- Example of Dissident Shareholder Letter to the Board
- Indicative List of ADR Procedures
- Table Comparing Negotiation, Litigation, Mediation
- Typical Steps in Constructive Negotiation
- Sample Definitions of Mediation from Around the World
- Links to Sample Mediation Rules and Procedures
- Typical Steps in Mediation
- Typical Steps in Arbitration

Volume 2: Implementation

1. What Should be the Role of the Board?
2. How to Mainstream Corporate Governance Dispute Resolution?
3. Who Can Provide Corporate Governance Dispute Resolution Services?

ANNEXES
- Essentials of a Shareholder Agreement
- Sample Mediation and Dispute Resolution Clauses
- Implications of E-Mail Communications for Negotiation
- Sample Board Evaluation Tool
- Sample Director Self-Evaluation Tool
- Sample Self-Assessment Questionnaire for Bank Directors
- Sample Mediation Laws from around the World
- SECP – Dispute Settlement Mechanism
- Amman Stock Exchange Directives for Dispute Resolution
- BSE Arbitration Court
- BM&FBOVESPA Market Arbitration Panel
- King Report on Governance for South Africa – 2009
- Factors to Guide Selecting ADR Services
- Agreeing the Terms of the Mediation

Volume 3 : Training (Large file - 7mb. If you have troubles downloading it, please use the volume breakdown below)

1. What Skills Are Needed for Corporate Governance Dispute Resolution?
2. Dispute Resolution Training for Directors
3. Corporate Governance Training for Dispute Resolution Experts

ANNEXES
- Basic Adult Learning Guidelines
- Standard Guidance for Corporate Governance Dispute Case Study Discussions
- Role Play Techniques
- Kardal Fashions Ltd.: A Corporate Governance Dispute Resolution Role Play
- NeonSpark Corporation: A Corporate Governance Dispute Resolution Role Play
- Techno Ltd.: A Corporate Governance Dispute Resolution Role Play
- Max Henry University: A Corporate Governance Dispute Resolution Role Play
- Agromash OSJC: A Corporate Governance Dispute Case Study Exercise
- Corporate Governance Reading Guide for Dispute