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Derivative Actions and Corporate Governance

Reisberg, A; (2007) Derivative Actions and Corporate Governance. Oxford University Press

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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. The book provides a fundamental reassessment of the nature and objectives of the derivative action, and conceptualizes a new nodel of the derivative action mechanism. It 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 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 the first comprehensive and detailed analysis and commentary on the new regime governing derivative actions under Part 11 of the Companies Act 2006 in the UK. Readership: Corporate and business law practitioners and scholars, advanced students of company and insolvency law; and policymakers working to address the new challenges posed by statutory derivative actions and other shareholder remedies in many jurisdictions.

Title:Derivative Actions and Corporate Governance
UCL classification:UCL > School of Arts and Social Sciences > Faculty of Laws

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