Derivative Actions and Corporate Governance

This volume examines the circumstances in which a shareholder can bring an action on behalf of a company (a derivative action). It explores how this remedy may be used to ensure good corporate governance, and lays 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 theoretically informed explanation of the law governing derivative actions in the corporate governance context.

Dr. Arad Reisberg, D.Phil (Oxon), Advocate, is Lecturer in Laws at the Faculty of Laws, University College London.He is a contributing author to Annotated Companies Acts (Oxford University Press looseleaf), and sits on the Editorial Board of the Journal International Corporate Rescue.

Preface
Summary Contents
Table of Contents
Table of Casestable of Statutes
Glossary of Termsa Bird's Eye View of the Functional and Focused Model
Introduction
Background
The Primary Objectives of the Book
The Derivative Action- A Unique Procedure?
Public and Private Companies
The New Proposed Framework Advanced by the Book
An Overview of the Book
Theory and Practice Analysis
Shareholder Litigation
Introduction
Shareholder Litigation and Corporate Governance
Alternative Devices To Control Agency Costs
Dervative Action Versus Market Forces
Conclusion
The Choice of Rationles and the Social Meanning of Derivative Actions
Introduction
Merits and Demerits of Derivative Actions
The Choice of Rationales: Deterrent Versus Compensation
Understanding the Social Meaning of Derivative Actions
Conclusion
The Difficulties with Conferring Rights on Shareholders to Litigate
Introduction
Can A Shareholder Adequately Represent the Company?
The Common Law Response
Policy Evaluation: Old Myths and New Realities
Conclusion
Making Derivative Actions Work
The Way To Reform And A New Statutory Derivative Action: Much Ado About Nothing?
Introduction
Deficiencies in the Present Law and the Approach to Reform
A New Statutory Derivative Action (under the Companies Act 2006)
An Assessment of the Likely Impact of the New Regime
Conclusion
A Proposed Model for Derivative Actions: The Functional and Focused Model (FFM)
The Foundations
Introduction
The Role Of Derivative Actions In A Changing Menu Of Governance
The Derivative Action as a Constraint on Management Misconduct
Synthesis - The Functional and Focused Model
FFM - Procedural and Substantive Aspects
Conclusion
Funding Derivative Actions: Costs And Fees as Incentives to Commence Litigation
Introduction
The Economics of Derivative Action Litigation
A Re-Examination of Indemnity Costs Orders
Conclusion
Pursuing the Resolution of the Funding Problem
Introduction
Menu of Options: Solutions Involving The Company and The Shareholder
Solutions Involving the Plaintiff's Attorney
Introducing Contingency Fees for Derivative Actions?
Conclusion
The Interrelationship between The Derivative Action and The Unfair Prejudice Remedy
Introduction
The Interrelationship Between The Derivative Action And The Unfair Prejudice Remedy
The Case for Retaining Two Separate Remedies
The Way Forward - Practical Steps
Conclusion
Conclusion and Future Directions
Bibliography
Companies Act 2006


Index
Table of Contents provided by Publisher. All Rights Reserved.

What is included with this book?

The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any access cards, study guides, lab manuals, CDs, etc.

The Used, Rental and eBook copies of this book are not guaranteed to include any supplemental materials. Typically, only the book itself is included. This is true even if the title states it includes any access cards, study guides, lab manuals, CDs, etc.

FREE SHIPPING

Amazon no longer offers textbook rentals. We do!

Derivative Actions and Corporate Governance

Summary

Author Biography

Table of Contents

Supplemental Materials