The government has drafted amendments to the Capital Markets Act stipulating that boards of directors must make efforts to protect shareholders’ interests during mergers and demergers.
The proposed changes, to be submitted to the National Assembly this week after consultations with the ruling party, are intended as an alternative to the opposition’s push to expand the scope of a board’s fiduciary duty to include shareholders through revisions to the Commercial Act.
The government explained that its revised Capital Markets Act would apply only to the nation’s two-thousand-400 listed companies, rather than the more than one million corporations nationwide.
Under the revised act, the board of directors would have to prepare and disclose an opinion statement on matters such as the purpose and expected benefits of a merger, as well as the adequacy of the valuation.
The government said its revisions would improve corporate governance.