Derivative Actions and Corporate Governance

Abstract

Abstract This book provides the first comprehensive law scholarship to focus solely on the subject of derivative actions, which is an important aspect of the current ever-expanding debate in the UK, and in other jurisdictions, about corporate governance. In particular it: (1) provides the first detailed and clear overview, commentary and theoretically informed explanation of the law governing derivative actions by revealing underlying principles, making it an essential resource for corporate law academics, law makers and practitioners; (2) uses these principles to suggest how the law should develop in the future; (3) provides the first, most comprehensive and detailed assessment of the new regime governing derivative actions under the new Companies Act 2006 including a commentary on all the new provisions of the Act on the subject; and (4) includes a comparative perspective to derivative actions in foreign jurisdictions focusing in particular on recent developments so as to compare and explain how the law might develop. The book attempts a fundamental rethink of the content of the derivative action and its objectives. Intertwining these objectives into a cohesive model of derivative actions, the book conceptualizes the derivative action mechanism and argues that action should be taken at three parallel levels: (1) conceptual (i.e., adoption of a new framework in the guise of the ‘Functional and Focused Model’ as set out in the book); (2) strategic (i.e., employment of appropriate incentives and fee rules which advance the premises behind the Model); and (3) maintaining doctrinal consistency (i.e., clarification of the interaction between the derivative action and other remedies available to shareholders.

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