Enforcing Shareholders Duties
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Author | : Hanne S Birkmose |
Publisher | : Edward Elgar Publishing |
Total Pages | : 309 |
Release | : |
Genre | : Corporation law |
ISBN | : 1788114876 |
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.
Author | : Hans-Christoph Hirt |
Publisher | : Peter Lang |
Total Pages | : 408 |
Release | : 2004 |
Genre | : Business ethics |
ISBN | : 9783039100583 |
The power to control litigation in the company's name is normally vested in the board of directors. This gives rise to a conflict of interest whenever some or all of the directors breach their duties. In such a situation, the board's decision whether or not to litigate is potentially tainted because the wrongdoers are part of the decision-making process. The board as a whole is therefore an unsuitable decision-making body and the following question arises: who should decide whether it is in the company's interest to initiate litigation against the alleged wrongdoers? There are a number of different persons and bodies in which the decision-making power could be vested. The British approach is the reversion of management power to the shareholders in general meeting and, in certain restricted situations, the availability of the derivative action brought by a shareholder on behalf of the company. Both mechanisms give rise to significant difficulties. This book begins by explaining the board's conflict of interest, sets out a theoretical framework of legal strategies that cover the whole range of approaches to deal with it and analyses their strengths and weaknesses. The analysis consists of an assessment and comparison of four models of the enforcement of directors' duties, which are based on the current law and reform proposals in Britain and Germany. Particular reference is made to recent case law and its practical implications.
Author | : Hanne S. Birkmose |
Publisher | : Kluwer Law International B.V. |
Total Pages | : 511 |
Release | : 2017-01-15 |
Genre | : Law |
ISBN | : 904116684X |
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.
Author | : Beate Sjåfjell |
Publisher | : Cambridge University Press |
Total Pages | : 373 |
Release | : 2015-05-21 |
Genre | : Business & Economics |
ISBN | : 1107043271 |
This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.
Author | : Judith Seddon |
Publisher | : Law Business Research Ltd. |
Total Pages | : 987 |
Release | : 2018-01-19 |
Genre | : |
ISBN | : 1912377837 |
There's never been a greater likelihood a company and its key people will become embroiled in a cross-border investigation. But emerging unscarred is a challenge. Local laws and procedures on corporate offences differ extensively - and can be contradictory. To extricate oneself with minimal cost requires a nuanced ability to blend understanding of the local law with the wider dimension and, in particular, to understand where the different countries showing an interest will differ in approach, expectations or conclusions. Against this backdrop, GIR has published the second edition of The Practitioner's Guide to Global Investigation. The book is divided into two parts with chapters written exclusively by leading names in the field. Using US and UK practice and procedure, Part I tracks the development of a serious allegation (whether originating inside or outside a company) - looking at the key risks that arise and the challenges it poses, along with the opportunities for its resolution. It offers expert insight into fact-gathering (including document preservation and collection, witness interviews); structuring the investigation (the complexities of cross-border privilege issues); and strategising effectively to resolve cross-border probes and manage corporate reputation.Part II features detailed comparable surveys of the relevant law and practice in jurisdictions that build on many of the vital issues pinpointed in Part I.
Author | : Andreas Cahn |
Publisher | : Cambridge University Press |
Total Pages | : 1095 |
Release | : 2018-10-04 |
Genre | : Law |
ISBN | : 1107186358 |
Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
Author | : Andrew Keay |
Publisher | : Jordans |
Total Pages | : 658 |
Release | : 2020-06-17 |
Genre | : |
ISBN | : 9781784734541 |
The book provides an analysis of the general duties of directors contained in Chapter 2 Part 10 of the Companies Act 2006, addressing aspects of the law that are highly relevant to such duties.
Author | : Robin Hui Huang |
Publisher | : Cambridge University Press |
Total Pages | : 553 |
Release | : 2017-09-28 |
Genre | : Law |
ISBN | : 1316738507 |
This book assembles the world's most authoritative specialists for a comparative analysis of the enforcement of corporate and securities laws in thirteen national jurisdictions. It examines the enforcement of corporate and securities laws across the globe and across different legal and political systems from an in-depth comparative perspective.
Author | : American Bar Association. House of Delegates |
Publisher | : American Bar Association |
Total Pages | : 216 |
Release | : 2007 |
Genre | : Law |
ISBN | : 9781590318737 |
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.
Author | : David Greene |
Publisher | : Jordan Publishing (GB) |
Total Pages | : 0 |
Release | : 2012 |
Genre | : Corporations |
ISBN | : 9781846612961 |
Shareholders throughout the world are becoming more assertive in pursuing their rights against companies and directors. The law is developing in all jurisdictions to make it easier for shareholders to assert their rights by bringing claims in front of the court. Recent cases have seen a growth in both institutional shareholders such as pension funds and groups of individual shareholders taking action. Shareholder Claims provides practical guidance on bringing claims including derivative claims under the UK Companies Act 2006, and claims under the Financial Services and Markets Act 2000, equivalent procedure in European centres and class action procedure in USA, Canada and Australia. Written for both shareholders taking action and companies defending themselves.