Download or read book The Introduction of the Derivative Action Into the Greek Law on Public Limited Companies as a Means of Shareholder Protection written by Georgios Zouridakis and published by . This book was released on 2016 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Shareholder Protection Reconsidered written by Georgios Zouridakis and published by Routledge. This book was released on 2019-11-26 with total page 204 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Shareholder Derivative Litigation written by Ralph C. Ferrara and published by Law Journal Press. This book was released on 2013-08-28 with total page 1180 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Shareholder Derivative Actions written by Deborah A. DeMott and published by . This book was released on 1987 with total page 1402 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Corporate Governance and Statutory Derivative Actions written by Lang Thai and published by Taylor & Francis. This book was released on 2023-09-22 with total page 240 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book The Derivative Action written by Harald Baum and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The derivative action, also known as the derivative suit (in the United States), Aktionärsklage (Germany), kabunushi daihyo sosho (Japan), action sociale ut singuli (France) and paisheng susong (PRC) (among others), is a global phenomenon. It originated in the common law world and is regarded by some as 'one of the most interesting and ingenious ... accountability mechanisms for large formal organizations'. As a potentially powerful elixir for corporate governance ills, the derivative action has captivated lawmakers for well over a century. It is also a subject that has long intrigued academics - and rightfully so. The beauty of the derivative action is truly in the eye of the beholder, making it ripe for scholarly debate. Depending on one's vantage point, it can be seen as either a functional necessity for meaningfully enforcing directors' duties, which mitigates agency costs, or a corporate governance mechanism inherently vexed by a litany of complex procedural problems, which stifles entrepreneurship. We suspect that, after reading this book, you will conclude that the truth about the derivative action in Asia lies somewhere in between these two extremes. This chapter provides a general theoretical framework for the book and links the ongoing international discussion about the pros and cons of the derivative action with the seven jurisdiction-specific chapters in this volume. The balance of this chapter is organized on the basis of three perspectives from which derivative actions can be analysed. It starts, in section II, by providing an economic perspective, which identifies the primary features and functions (including the functional deficits) of the derivative action as a mechanism for improving the efficiency of corporate governance. It then examines a striking paradox in the economic incentives that drive derivative actions: most empirical evidence suggests that derivative actions normally result in a net economic loss for the plaintiff shareholder pursuing the action (and even for the individual company involved), but they are still commonly viewed by most legislators and judges as an indispensable deterrent against reckless behaviour by directors, controlling shareholders and others who may owe a duty to the company. In a similar vein, this section pays special attention to the difficulty of designing a derivative action that incentivizes shareholders to pursue derivative actions, which enhance corporate governance efficiency, while at the same time preventing their abuse (i.e., the Holy Grail). Next, in section III, this chapter examines the derivative action from a historical perspective, by tracing its modern origins to the common law jurisprudence of the United States and the United Kingdom in the nineteenth century. The German historical experience is also briefly considered, so as to highlight its long history of rejecting the introduction of a US-/UK-style derivative action (until 2005), instead relying on functionally equivalent corporate governance solutions. This historical overview provides an important context for understanding the derivative action in Asia, as most leading Asian jurisdictions have transplanted some or all of the legal framework governing their derivative actions from the United States, the United Kingdom or Germany. This chapter concludes, in section IV, by viewing the derivative action from a practice-oriented perspective, which focuses on how the derivative action is actually working in selected major non-Asian jurisdictions. This section includes an examination of the United Kingdom (with a focus on the statutory derivative action, which was recently implemented in the Companies Act of 2006), the United States (with a focus on Delaware corporate law and the Model Business Corporations Act), France (with a focus on its role as a forerunner in derivative actions legislation in continental Europe) and Germany (with a focus on its recent introduction of a statutory derivative action that was ambitiously, but not necessarily successfully, designed to avoid the pitfalls of the US system).
Download or read book The Eligibility of Claimants to Commence Derivative Litigation on Behalf of China s Joint Stock Limited Companies written by Jingchen Zhao and published by . This book was released on 2018 with total page 6 pages. Available in PDF, EPUB and Kindle. Book excerpt: Derivative actions in modern company law play a crucial role in promoting the efficiency of corporate law and the soundness of corporate governance. However, since China's inauguration of derivative action in 2005, now enshrined in s 151 of the Chinese Company Law (CCL) 2013 (revised in 2013 and enforced on 1 March 2014), there have been complications surrounding the eligibility of shareholder claimants in terms of taking derivative action, especially for joint stock limited liability companies (JSLCs). Under art 151 of the CCL 2013, JSLCs are treated differently from limited liability companies (LLCs). Standing requirements are imposed on shareholders in JSLCs, whereas any shareholder has the right to sue in LLCs. Shareholders who intend to bring derivative action are required to separately or jointly hold 1 per cent or more of the company's shares for 180 consecutive days. These prescribed thresholds may not only prevent trivial or malicious suits but also hinder the effective enforcement of the mechanism. Through doctrinal, comparative and empirical analyses of the eligibility of claimants to bring derivative action in JSLCs, the article puts forward proposals for how the effectiveness of the regime in China can be improved in hope of increasing the effectiveness of the mechanism and the enforcement of company law, contributing to the fairness and accountability of corporate governance. It is argued that future revision of laws concerning claimants' eligibility should not only make sure that reasonable shareholders are able to use the mechanism but also take into account current commercial practices, stock market structures and government policy.
Download or read book The Oxford Handbook of Corporate Law and Governance written by Jeffrey Neil Gordon and published by Oxford University Press. This book was released on 2018 with total page 1217 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Company Law and Sustainability written by Beate Sjåfjell and published by Cambridge University Press. This book was released on 2015-05-21 with total page 373 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.
Download or read book The New Derivative Action Under the Companies Act written by Maleka Femida Cassim and published by . This book was released on 2016 with total page 290 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Derivative Action in Asia written by Dan W. Puchniak and published by Cambridge University Press. This book was released on 2012-06-28 with total page 477 pages. Available in PDF, EPUB and Kindle. Book excerpt: In-depth analysis of the derivative action in Asia - a critical part of Asian corporate law and governance.
Download or read book Derivative Actions and Corporate Governance written by Arad Reisberg and published by Oxford University Press, USA. This book was released on 2007 with total page 334 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Derivative Actions in Chinese Company Law written by Shaowei Lin and published by . This book was released on 2015 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Derivative actions, which allow individual shareholders to sue controlling shareholders and managers on behalf of the company, are designed to deter and combat mismanagement. However, the need to balance the interests of minority shareholders and corporate efficiency in a countryè^--s company law demands legal crafting that is both of a high order and responsive to the countryè^--s distinctive character, and solutions in this respect are quite different across jurisdictions. China, the second-largest economy in the world today, therefore merits special consideration.
Download or read book Land of the Rising Derivative Action written by Masafumi Nakahigashi and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this chapter, Nakahigashi and Puchniak explain that from 1950 until the mid-1980s the derivative action 'in practice' could not have been any more different in the United States and Japan. During this period derivative litigation (for better or worse) played a significant role in American corporate governance, with almost 20 per cent of US public listed companies experiencing one or more derivative suits. In stark contrast, in Japan from 1950 until the mid-1980s there was less than one derivative action on average per year, and not a single one of them was successful. Interestingly, this divergence between American and Japanese practice did not surprise academics. Rather, it was originally viewed as natural that Japanese shareholders would forgo suing for financial gain, because of their 'cultural obsession' for maintaining social harmony. Based on this theory, it made perfect (but economically irrational) sense that Japanese shareholders let their US-transplanted derivative action lie moribund for over three postwar decades when at the same time it was a staple of shareholder litigation in the United States. In the late 1980s, however, the powerful law and economics movement washed over Japanese legal scholarship, leaving the 'culturally irrational litigant' theory in its wake. The assumption that Japanese litigants were economically rational actors (i.e., as classical economic rational choice theory predicts that they would litigate only when the financial benefit from doing so exceeded the cost) became widely accepted. In turn, the absence of derivative actions in Japan became understood largely as the direct result of the high financial costs and meagre financial benefits that derivative litigation in Japan offered. The most common features cited for making it economically irrational to pursue derivative actions in Japan were similar to those cited for the dearth of derivative actions in most other countries: the application of the Shareholder Cost and Benefit Rules; the lack of a US-style contingency fee system; a 'loser pays costs' rule; weak pre-trial discovery rights; an absence of D&O liability coverage; and modest damage awards. As explained in Chapter 1, these economically unattractive features generally distinguish most other jurisdictions from the United States, and help explain the United States' relatively high rate of derivative litigation. In this sense, the economically rational explanation for the absence of derivative actions in Japan did not make it appear exceptional. However, some scholars pointed to the Japanese rule requiring plaintiff shareholders to pay an expensive stamp fee prior to filing a derivative action as an additional idiosyncratic economic deterrent to derivative actions in Japan. In short, in the early 1990s, it appeared that the mystery of the dearth of derivative actions in Japan had been solved. Like most other jurisdictions, except for the United States, it was economically irrational for Japanese shareholders to pursue derivative actions, and so they did not. This made perfect sense - until, suddenly, it did not. As Nakahigashi and Puchniak's research reveals, in the early 1990s the number of derivative actions in Japanese public companies skyrocketed to US levels. This left the few remaining proponents of the 'culturally irrational Japanese litigant' theory dumbfounded. However, the proponents of the economically motivated and rational Japanese litigant theory did not go quietly into the night. To the contrary, they posited that the dramatic rise in derivative actions was the direct result of a 1993 change in the Japanese law that effectively eliminated the requirement for plaintiff shareholders to pay the expensive stamp fee to file a derivative action. In short, this explanation (which has become the consensus in the literature) suggests that, since the elimination of the stamp fee in 1993, economically motivated and rational Japanese shareholders have utilized derivative actions because the financial benefit of doing so now exceeds the cost. In this chapter, Nakahigashi and Puchniak challenge this consensus view. Based on the largest econometric and empirical study to date, they demonstrate that the consensus view is fundamentally flawed, for three reasons: (1) the dramatic increase in derivative actions began several years prior to the 1993 stamp fee reduction; (2) even after the 1993 stamp fee reduction empirical evidence demonstrates that neither shareholders nor attorneys have financially benefited from derivative litigation; and (3) even after the 1993 stamp fee reduction the cost-benefit calculus for pursuing a derivative action in Japan has been like most other countries, which have a dearth in derivative actions. The evidence that litigants are not pursuing derivative actions for direct economic gain is clear. However, this obviously raises a conundrum: what is driving the relatively high level of derivative litigation in Japan? Nakahigashi and Puchniak demonstrate, on the basis of their empirical research and case studies, that there are two types of litigants driving derivative actions in Japan - neither of which is financially benefiting directly from derivative actions. First, there are the 'quasi-rational' shareholders, who bring derivative actions for non-monetary benefits. The most important of these is an activist group - the Kabunushi (shareholders') Onbuzuman - that pursues derivative actions to advance its political agenda. Second, there are the 'purely irrational' litigants, who, as a result of bounded rationality (e.g., the use of inaccurate mental heuristics, self-serving bias and herding behaviour), irrationally pursue derivative litigation in Japan. Thus, through the Japan experience, Nakahigashi and Puchniak reveal that, even if the regulatory structure of a derivative action does not make it economically rational to sue, a substantial number of derivative actions may nevertheless still occur.
Download or read book Proceedings on Behalf of a Company statutory Derivative Action written by Australia. Attorney-General's Dept. Corporations Law Simplification Task Force and published by . This book was released on 1995 with total page 40 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Comparative Corporate Governance written by Afra Afsharipour and published by Edward Elgar Publishing. This book was released on 2021-06-25 with total page 544 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book The Company Share written by David Milman and published by Edward Elgar Publishing. This book was released on 2018-10-26 with total page 216 pages. Available in PDF, EPUB and Kindle. Book excerpt: The legal regulation of company shares is a fundamental building block in a capitalist society. This insightful book provides an historical analysis of the phenomenon, investigating underlying policy issues and considering relevant aspects of current law to explore possible future trends. David Milman examines the phenomenon of the company share in a holistic way, tracing the origins of the share and exploring the diversity present within the family of shares. Using a comparative approach, key chapters consider the circumstances under which shares are acquired, the property law perspective relevant to shares and the rights and obligations of those who hold shares. The book concludes with speculation on how the share might evolve in the future in light of technological change and the development of other capital raising investments. This accessible book will provide valuable insight to scholars researching corporate law. It will also be beneficial for policymakers and practitioners wishing to understand more about the history of the company share, and how this may impact its future.
