Enforcing Shareholders’ Duties

by Hanne S Birkmose
Enforcing Shareholders’ Duties
Author: Hanne S Birkmose
Publisher: Edward Elgar Publishing
Total Pages: 309
Release:
Genre: Corporation law
ISBN: 1788114876
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A heavily debated topic, the evolution of shareholders’ duties risks the transformation of the very concept of shareholder primacy, crucially associated with shareholder rights. Offering a distinctive and comprehensive examination of both current and forthcoming enforcement mechanisms in the area of shareholder duties, this timely book provides an exhaustive analysis of the many issues related to these mechanisms, and considers the ongoing challenges surrounding their implementation.

The Responsible Shareholder

by Bottomley, Stephen
The Responsible Shareholder
Author: Bottomley, Stephen
Publisher: Edward Elgar Publishing
Total Pages: 232
Release: 2021-11-09
Genre: Law
ISBN: 1800373406
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Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.

Shareholders’ Duties

by Hanne S. Birkmose
Shareholders’ Duties
Author: Hanne S. Birkmose
Publisher: Kluwer Law International B.V.
Total Pages: 511
Release: 2017-01-15
Genre: Law
ISBN: 904116684X
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It is often assumed that shareholders have rights, not duties. In recent years, however, this assumption has come under intense scrutiny in all aspects of company law and capital market law -legislation, the courts, soft law, and scholarship - and, in Europe especially, major changes are under way across a diverse spectrum all the way from revised contractual arrangements to mandatory statutory provisions. Such a shift has important implications for the fundamentals of European company law, and there is a need to examine shareholders' duties and to consider where this trend is taking shareholders and their stance in law. This focused collection of essays by twenty notable scholars addresses this complex subject from a highly informative and useful variety of perspectives. Examining shareholders' duties along three axes - types of investee companies, types of shareholders, and types of business situations - the essays deal with such topics and issues as the following: - shareholders' duties as reflections of the interests they are intended to safeguard; - shareholders' duties to society; - shareholders' disclosure obligations; - duties of parent companies; - institutional investor's fiduciary duty; - how regulatory duties constrain value-reducing forms of opportunism; - the state's continuing duties in the transformation of state-owned companies; - significant shareholders' duties in transactions with the company; and - powerful shareholders' duty not to abuse right. Examining the implications of this shift in discourse - how shareholders' duties are coming to the fore under the impetus of legislation, legal doctrine, case law, and enforcement strategies - as well as its ideological underpinnings, this book offers a comprehensive and in-depth consideration of this rapidly developing field. It will prove of inestimable value not only to policymakers and academics, but also to investors and practitioners committed to creating conditions favourable to sustainable economic growth and responsible business behaviour.

A Case for Shareholders' Fiduciary Duties in Common Law Asia

by Ernest Lim
A Case for Shareholders' Fiduciary Duties in Common Law Asia
Author: Ernest Lim
Publisher: Cambridge University Press
Total Pages: 655
Release: 2019-08-22
Genre: Business & Economics
ISBN: 1108426581
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Reconceptualises the general meeting, controlling shareholders and institutional investors as fiduciaries in four leading common law Asian jurisdictions.

Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis

by Joan Loughrey
Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis
Author: Joan Loughrey
Publisher: Edward Elgar Publishing
Total Pages: 271
Release: 2013-01-01
Genre: Business & Economics
ISBN: 0857939661
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ÔThis book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? LoughreyÕs and her contributorsÕ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.Õ Ð Randall Thomas, Vanderbilt Law School, US The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties. This book assesses whether the law relating to directorsÕ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006. With contributions from leading academics and practitioners, the book examines the directorÕs duty of care and skill, the s.172 duty, reporting obligations under s.417 of the Companies Act 2006, and shareholder litigation including the derivative action and just and equitable winding up. It concludes that neither the common law nor the statutory duties and derivative action under the Companies Act 2006 function effectively to hold directors to account and analyses why this is so. This detailed book will appeal to academics in company law and corporate governance as well as commercial law practitioners particularly those who specialize in company litigation.

Directors' Powers and Duties

by Peter George Watts
Directors' Powers and Duties
Author: Peter George Watts
Publisher:
Total Pages: 388
Release: 2009
Genre: Corporation law
ISBN: 9781877511233
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This book provides practitioners and students with a full treatment of one of the most important and complex aspects of company law, directors' powers and duties. Of all the areas of company law, directors' powers and duties is among the least accessible from the statute (i.e. Companies Act 1993). Behind the statute, is a long and very complex history of equitable and common law case law, most of which remains applicable in New Zealand. This book also contains short summaries of leading cases which is very useful both for students and practitioners.

Corporate Governance in the Common-Law World

by Christopher M. Bruner
Corporate Governance in the Common-Law World
Author: Christopher M. Bruner
Publisher: Cambridge University Press
Total Pages: 317
Release: 2013-03-29
Genre: Law
ISBN: 1107354900
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The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.

Shareholder Actions

by Andrew Charman
Shareholder Actions
Author: Andrew Charman
Publisher: Bloomsbury Publishing
Total Pages: 607
Release: 2022-02-10
Genre: Law
ISBN: 1526519968
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Shareholder Actions is a comprehensive guide to the possible actions shareholders may be entitled to pursue, on whichever side of the dispute they might be involved. As well as unfair prejudice and derivative actions, and the many personal actions arising from the Companies Act 2006, the book covers actions based in common law and equity, as well as actions based in other statutory law. It also explores occurences of directors owing fiduciary duties directly to shareholders and the 'no reflective loss' rule providing a clear view of its scope, but also its limitations. The book refers to judgments in other related jurisdictions when it is necessary to substantiate a submission not already fully and authoritatively addressed by English law. Scottish cases are referred to where the House of Lords or Supreme Court have dealt with an issue, or where the point of law overlaps with English law. There are separate chapters on taxation issues, shareholder claims in Australia, due the large cross pollination between English and Australian law and, for comparative purposes, on Canada where a very different approach is taken with its common law based system and South Africa. In addition to an expanded section on procedure with detailed consideration of the availability of interlocutory relief, the new 3rd edition also covers significant developments in case law that there have been since the 2nd edition including in relation to: - Directors' duties, eg Julien v Evolving Technologies; Popely v Popely; Auden McKenzie (Pharma) Ltd v Patel; Re System Building Services Group; Dickinson v NAL Realisations (Staffordshire) Ltd and in the continuing Sharp v Blank litigation - Remedies following directors' breaches of duties, eg CPS v Aquila Advisory Ltd and in Interactive Technology v Fester - Derivative claims, eg Sevilleja Garcia v Marex Financial Ltd and Homes of England Ltd v Nick Bellman (Holdings) Ltd - Unfair prejudice petitions, eg Re G&G Properties Ltd; re Bankside Hotels Ltd, aka Griffith v Gourgey; George v McCarthy and Allnutt v Nags Head Reading Ltd - Just and equitable winding up, eg Chu v Lau - The doctrine of the non-recoverability of reflective loss, eg the decisions of both the Supreme Court and the Court of Appeal in the important case of Sevilleja Garcia v Marex Financial Ltd where this was considered and ultimately refined; and Re Hut Group Ltd, aka Zedra Trust Co (Jersey) Ltd v Hut Group Ltd - Access to company registers, eg Houldsworth Village Management v Barton - The liability of parent companies for the actions of their subsidiaries in Vedanta Resources Plc and Another v Lungowe This title is included in Bloomsbury Professional's Company and Commercial Law online service.

Global Shareholder Stewardship

by Dionysia Katelouzou
Global Shareholder Stewardship
Author: Dionysia Katelouzou
Publisher: Cambridge University Press
Total Pages: 723
Release: 2022-05-12
Genre: Law
ISBN: 1108906893
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This is the first in-depth comparative and empirical analysis of shareholder stewardship, revealing the previously unknown complexities of this global movement. It highlights the role of institutional investors and other shareholders, examining how they use their formal and informal power to influence companies. The book includes an in-depth chapter on every jurisdiction which has adopted a stewardship code and an analysis of stewardship in the world's two largest economies which have yet to adopt a code. Several comparative chapters draw on the rich body of jurisdiction-specific analyses, to analyze stewardship comparatively from multiple interdisciplinary perspectives. Ultimately, this book provides a cutting-edge and comprehensive understanding of shareholder stewardship which challenges existing theories and informs many of the most important debates in comparative corporate law and governance.