Best Practice calls for significant

Best Practice calls for significant ownership (20-50%, including cross-holdings) to be
deemed as control. For buyout offers to minority shareholders, Best Practice calls for ownership
exceeding 35% to be considered as triggering a buyout offer in which all shareholders are treated
equally.
Companies should disclose directors’ and senior executives’ shareholdings and all insider
dealings by directors and senior executives should be disclosed within 3 days of execution. Best
Practice calls for shareholders with minimally significant ownership (3-10%) of outstanding
shared to disclose their holdings. There should be independence between industry and
government. There should be rules outlining acceptable employee and management conduct.
This Institute of International Finance document is not the only comprehensive set of
guidelines on corporate governance practices. The Organization for Economic Cooperation and
Development (OECD) (1999; 2002; 2003a&b) has several comprehensive documents as well.
Private groups have also issued comprehensive guidance documents. Gregory (2000) has
published a major study that compares various sets of guidelines.
Merely having rules and guidelines is not enough to ensure success, however. Culture,
institutions and organizational structure also play an important role. Roth and Kostova (2003)
conducted a major study of 1,723 firms in 22 countries in Central and Eastern Europe and the