Derivative Actions and Corporate Governance

Derivative Actions and Corporate Governance
Author: Arad Reisberg
Publisher: Oxford University Press, USA
Total Pages: 334
Release: 2007
Genre: Law
ISBN: 9780199204892

This volume examines the circumstances in which a shareholder can bring an action on behalf of a company (a derivative action), exploring how this remedy may be used to ensure good corporate governance, and laying out a theoretical framework and practical guidance for future development of the law. Derivative actions are an important aspect of the continuing debate about corporate governance in the UK, the US and many other jurisdictions worldwide. This book offers a conceptually inclusive approach to thinking about derivative actions by providing a detailed and clear overview, commentary, and a theoretical explanation of the law governing derivative actions in the corporate governance context. Reisberg provides a fundamental reassessment of the nature and objectives of the derivative action, and conceptualizes a new nodel of the derivative action mechanism. He argues that action should be taken in three areas: (1) conceptual (adoption of a new framework- the 'Functionaland Focused Model' set out in the book) (2) strategic (employment of appropriate incentives and fee rules which advance the premises behind the Model) (3) maintaining doctrinal consistency (clarification of the interaction between the derivative action and other remedies available to shareholders) This book offers practical guidance on solving current problems in many jurisdictions based on case law, and on substantive legal, economic, and comparative research. It also provides a comprehensive and detailed analysis and commentary on the regime governing derivative actions under Part 11 of the Companies Act 2006 in the UK.

The Derivative Action in Asia

The Derivative Action in Asia
Author: Dan W. Puchniak
Publisher: Cambridge University Press
Total Pages: 477
Release: 2012-06-28
Genre: Business & Economics
ISBN: 1107012279

In-depth analysis of the derivative action in Asia - a critical part of Asian corporate law and governance.

Shareholder Protection Reconsidered

Shareholder Protection Reconsidered
Author: Georgios Zouridakis
Publisher: Routledge
Total Pages: 212
Release: 2019-11-26
Genre: Business & Economics
ISBN: 1000757501

This book examines the role and potential of derivative actions in shareholder protection in public limited companies. Derivative actions have been a focal point of legislators’ agendas on shareholder protection, in the past few decades, throughout Europe and beyond. Nevertheless, there remain jurisdictions, such as Greece, which are still devoid of this remedy. Against this backdrop, this book examines whether and how the derivative action may improve shareholder protection, constituting thus a mechanism that justifies legislative attention. It does so in three parts. First, it analyses the desirable role derivative actions assume in protecting shareholder property, monitoring corporate management and mitigating agency costs, alongside their economic implications, introducing the reader to the contemporary international debate on the topic. Having set the desiderata, the second part proceeds with the comparative analysis of Greek, German and UK law – jurisdictions that have recently reformed their provisions on shareholder protection – examining not only the law on derivative actions and their Greek counterpart remedy but also mechanisms of shareholder protection that do, or could, assume functions similar to those of the derivative action. By critically assessing the merits and failures of the respective UK, German and Greek shareholder protection laws, the book then proceeds to offer (in Part III) a model framework of shareholders’ derivative litigation for jurisdictions considering reform. Written in an accessible format, it will be an invaluable resource for anyone interested in this important aspect of company law and corporate governance.

A Comparative Study of Shareholders' Derivative Actions

A Comparative Study of Shareholders' Derivative Actions
Author: Xiaoning Li
Publisher: Kluwer Law International
Total Pages: 0
Release: 2007
Genre: Derivative securities
ISBN: 9789041126351

In this book shareholders' derivative actions in England, The US, Germany and China are being compared. Western countries among themselves take differing approaches towards derivative action in practice, including its very role and the mechanisms for regulating it. As far as the function of derivative action is concerned, The author concludes that (1) derivative actions play different roles in all these countries; (2) their function may vary according To The agency problems to be solved and the type and size of the companies involved; (3) derivative action is only one method in a comprehensive system of corporate governance. Comparative study shows that the issue of how to strike a balance between corporate efficiency and protection For The company and its minority shareholders is key in derivative actions.

Derivative Actions and Corporate Governance in China

Derivative Actions and Corporate Governance in China
Author: Jingchen Zhao
Publisher: Edward Elgar Publishing
Total Pages: 293
Release: 2022-12-06
Genre: Law
ISBN: 1784719110

This book examines corporate governance rules in China, and highlights the deficiencies in current company law, with the purpose of arguing for a more effective derivative action mechanism, for the benefit of shareholders and their companies.

Comparative Corporate Governance

Comparative Corporate Governance
Author: Afra Afsharipour
Publisher: Edward Elgar Publishing
Total Pages: 544
Release: 2021-06-25
Genre: Law
ISBN: 1788975332

This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.

Shareholder Derivative Litigation

Shareholder Derivative Litigation
Author: Ralph C. Ferrara
Publisher: Law Journal Press
Total Pages: 1180
Release: 2013-08-28
Genre: Business & Economics
ISBN: 9781588520685

Written for both the expert and the novice, this book not only reviews the legal framework for derivative actions but also provides a practical guide to the application of legal principles. Shareholder Derivative Litigation: Besieging the Board reviews each of the legal doctrines relevant to derivative actions, including the demand and standing requirements, potential board responses to demands, the use of special litigation committees, procedural issues in derivative litigation and the business judgment rule's application to derivative litigation. This comprehensive legal study features an up-to-date listing of state derivative action statutes and rules, plus analysis of other significant developments, such as the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act on shareholder derivative litigation and recent case law concerning the demand requirement and attorneys' fees. It also delivers a wealth of useful working tools, including an easy to follow flow chart, relevant code sections and model forms.

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

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

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.

Corporate Governance and Statutory Derivative Actions

Corporate Governance and Statutory Derivative Actions
Author: Lang Thai
Publisher: Taylor & Francis
Total Pages: 240
Release: 2023-09-22
Genre: Law
ISBN: 1000958558

This book is the first comprehensive study of the statutory derivative action in Australia, using the Australian model as a reference point and comparing it with the UK, Canada, Singapore, New Zealand, Hong Kong and USA counterparts. The book includes an empirical study covering over a twenty-year period from the date the statutory framework came into operation, coupled with extensive case law analysis and comparisons with other jurisdictions. It informs the world about the uniqueness of Australia’s statutory derivative action, and what other countries can learn from it as shareholder protection and promotion of good corporate governance. While some countries have statutory derivative action, there are still countries that do not have the statutory framework that are considering introducing it into their corporate law. This book provides insights and suggestions for lawmakers, litigation practitioners and researchers worldwide in reforming their existing model.

The Oxford Handbook of Corporate Law and Governance

The Oxford Handbook of Corporate Law and Governance
Author: Jeffrey Neil Gordon
Publisher: Oxford University Press
Total Pages: 1217
Release: 2018
Genre: Business & Economics
ISBN: 0198743688

Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.