Derivative Actions and Corporate Governance

Hardcover | December 15, 2007

byArad Reisberg

not yet rated|write a review
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 thelaw.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, anda 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 'Functional and 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 toshareholders)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 theCompanies Act 2006 in the UK.

Pricing and Purchase Info

$275.92 online
$294.00 list price (save 6%)
Ships within 1-3 weeks
Ships free on orders over $25

From the Publisher

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 thelaw.Derivative actions are an important asp...

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.

other books by Arad Reisberg

Corporate Finance Law In The Uk And Eu
Corporate Finance Law In The Uk And Eu

Hardcover|Mar 17 2011

$315.00

Format:HardcoverDimensions:300 pages, 9.21 × 6.14 × 1 inPublished:December 15, 2007Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199204896

ISBN - 13:9780199204892

Look for similar items by category:

Customer Reviews of Derivative Actions and Corporate Governance

Reviews

Extra Content

Table of Contents

PREFACESUMMARY CONTENTSTABLE OF CONTENTSTABLE OF CASESTABLE OF STATUTESGLOSSARY OF TERMSA BIRD'S EYE VIEW OF THE FUNCTIONAL AND FOCUSED MODELINTRODUCTION0.1 BACKGROUND0.2 THE PRIMARY OBJECTIVES OF THE BOOK0.3 THE DERIVATIVE ACTION- A UNIQUE PROCEDURE?0.4 PUBLIC AND PRIVATE COMPANIES0.5 THE NEW PROPOSED FRAMEWORK ADVANCED BY THE BOOK0.6 AN OVERVIEW OF THE BOOKPART I: THEORY AND PRACTICE ANALYSIS1. SHAREHOLDER LITIGATION1.1 INTRODUCTION1.2 SHAREHOLDER LITIGATION AND CORPORATE GOVERNANCE1.3 ALTERNATIVE DEVICES TO CONTROL AGENCY COSTS1.4 DERVATIVE ACTION VERSUS MARKET FORCES1.5 CONCLUSION2. THE CHOICE OF RATIONLES AND THE SOCIAL MEANNING OF DERIVATIVE ACTIONS2.1 INTRODUCTION2.2 MERITS AND DEMERITS OF DERIVATIVE ACTIONS2.3 THE CHOICE OF RATIONALES: DETERRENT VERSUS COMPENSATION2.4 UNDERSTANDING THE SOCIAL MEANING OF DERIVATIVE ACTIONS2.5 CONCLUSION3. THE DIFFICULTIES WITH CONFERRING RIGHTS ON SHAREHOLDERS TO LITIGATE3.1 INTRODUCTION3.2 CAN A SHAREHOLDER ADEQUATELY REPRESENT THE COMPANY?3.3 THE COMMON LAW RESPONSE3.4 POLICY EVALUATION: OLD MYTHS AND NEW REALITIES3.5 CONCLUSIONPART II: MAKING DERIVATIVE ACTIONS WORK4. THE WAY TO REFORM AND A NEW STATUTORY DERIVATIVE ACTION: MUCH ADO ABOUT NOTHING?4.1 INTRODUCTION4.2 DEFICIENCIES IN THE PRESENT LAW AND THE APPROACH TO REFORM4.3 A NEW STATUTORY DERIVATIVE ACTION (under the Companies Act 2006)4.4 AN ASSESSMENT OF THE LIKELY IMPACT OF THE NEW REGIME4.5 CONCLUSION5. A PROPOSED MODEL FOR DERIVATIVE ACTIONS: THE FUNCTIONAL AND FOCUSED MODEL (FFM)PART I: THE FOUNDATIONS5.1 INTRODUCTION5.2 THE ROLE OF DERIVATIVE ACTIONS IN A CHANGING MENU OF GOVERNANCE5.3 THE DERIVATIVE ACTION AS A CONSTRAINT ON MANAGEMENT MISCONDUCT5.4 SYNTHESIS - THE FUNCTIONAL AND FOCUSED MODELPART II: FFM - PROCEDURAL AND SUBSTANTIVE ASPECTS5.5 CONCLUSION6. FUNDING DERIVATIVE ACTIONS: COSTS AND FEES AS INCENTIVES TO COMMENCE LITIGATION6.1 INTRODUCTION6.2 THE ECONOMICS OF DERIVATIVE ACTION LITIGATION6.3 A RE-EXAMINATION OF INDEMNITY COSTS ORDERS6.4 CONCLUSION7. PURSUING THE RESOLUTION OF THE FUNDING PROBLEM7.1 INTRODUCTION7.2 MENU OF OPTIONS: SOLUTIONS INVOLVING THE COMPANY AND THE SHAREHOLDER7.3 SOLUTIONS INVOLVING THE PLAINTIFF'S ATTORNEY7.4 INTRODUCING CONTINGENCY FEES FOR DERIVATIVE ACTIONS?7.5 CONCLUSION8. THE INTERRELATIONSHIP BETWEEN THE DERIVATIVE ACTION AND THE UNFAIR PREJUDICE REMEDY8.1 INTRODUCTION8.2 THE INTERRELATIONSHIP BETWEEN THE DERIVATIVE ACTION AND THE UNFAIR PREJUDICE REMEDY8.3 THE CASE FOR RETAINING TWO SEPARATE REMEDIES8.4 THE WAY FORWARD - PRACTICAL STEPS8.5 CONCLUSIONCONCLUSION AND FUTURE DIRECTIONSBIBLIOGRAPHYAPPENDIX A: COMPANIES ACT 2006 PART 11 CHAPTER 1INDEX