The Enforcement Of Directors' Duties In

Hans C. Hirt obtained his PhD from the London School of Economics where he was a Wedderburn Scholar after gaining an LL M at the University of Glasgow and also has a BA Honours in European Business Administration and is a Diplom-Betriebswirt (FH). He is now a trainee solicitor with the law firm Ashurst Morris Crisp.

Select abbreviations	p. 13
Introduction	p. 17
The theoretical framework	p. 25
The problem underlying the subject of this book	p. 25
The theoretical framework of legal strategies	p. 36
The decision rights strategy	p. 38
The 'trusteeship' strategy	p. 54
The standards strategy	p. 63
Evaluation of the framework of legal strategies	p. 70
The principles underlying the enforcement of directors' duties in British law	p. 71
The rule in Foss v Harbottle	p. 71
The principles of ratification and related doctrines	p. 89
Evaluation	p. 118
Derivative actions in British company law	p. 121
The concept of derivative actions and procedural consequences	p. 121
The scope of the rule in Foss v Harbottle	p. 135
Three modern standing requirements for derivative actions	p. 142
Evaluation of the law regarding the enforcement of directors' duties	p. 177
Vinelott J's model	p. 183
Prudential Assurance Co Ltd v Newman Industries Ltd (No 2)	p. 184
The propositions on which Vinelott J's model is based	p. 186
The legal strategy underlying Vinelott J's model: Refined decision rights strategy	p. 191
Vinelott J's use of the interests of justice 'exception'	p. 193
Problems with Vinelott J's proposition that only disinterested shareholders are entitled to ratify	p. 195
Evaluation of Vinelott J's model	p. 198
Conclusion	p. 212
The Law Commission's model	p. 215
The Law Commission's proposal	p. 216
The legal strategies underlying the Law Commission's model	p. 236
Evaluation of the Law Commission's model	p. 239
The CLR's recommendations	p. 247
The German model	p. 255
Aktiengesellschaft: Constitution and allocation of powers	p. 258
The power to assert claims against members of the administrative organs	p. 262
The shareholders' power to initiate the assertion of claims against members of the administrative organs	p. 279
Problems with the minority shareholders' power to initiate the assertion of claims under [section] 147	p. 303
The reform of the shareholders' rights regarding the assertion of claims against members of the administrative organs	p. 317
Lessons from Germany for law reform in Britain?	p. 334
The reform of the law	p. 337
Choice of a portfolio of legal strategies	p. 337
A reform proposal regarding the enforcement of directors' duties in large companies	p. 348
Conclusion	p. 367
The enforcement of directors' duties in Britain and Germany	p. 369
Two main choices regarding the enforcement of directors' duties	p. 372
The factors influencing the choice of legal strategies	p. 376
Towards one 'best' company law system?	p. 382
Bibliography	p. 385
Index	p. 399
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The Enforcement Of Directors' Duties In Britain And Germany: A Comparative Study With Particular Reference To Large Companies

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