1st Edition
Corporate Governance and Statutory Derivative Actions Comparative Approach to Shareholder Litigation
1. Introduction
2. The need for statutory derivative action and its current problems
3. An empirical study of the statutory derivative action in Australia
4. Rethinking the “good faith” requirement in statutory derivative action
5. The “best interests of the company” requirement in statutory derivative action: Is there a need for amendment?
6. Uncertainty in the recovery of costs
7. Inspection of company books and other factors affecting the use of SDA
8. Summary and conclusion
Appendix A: Australia
Appendix B: New Zealand
Appendix C: Singapore
Appendix D: Canada
Appendix E: British Columbia
Appendix F: The United Kingdom
Biography
Dr Lang Thai is an established corporate law academic with over 20 years of university research and teaching experience in Australia and the UK. She has published widely in corporate law, including shareholders remedies, derivative actions, class actions and other forms of corporate litigation. She published her first comparative article on statutory derivative action in 2002 in a well-respected journal and has since been following the developments in this area of law.
Lang Thai has written an essential book on shareholder derivative suits. While the study focuses on the statutory derivative action in Australia, the findings also apply to other common law jurisdictions and provide lessons for other countries. The author presents empirical evidence that the requirements for plaintiffs to show that they are acting in good faith and that the suit is in the best interest of the company are significant hurdles for the enforcement of corporate law and proposes reform. Policymakers around the world would be well advised to pay attention to this book.
Martin Gelter, Professor of Corporate Law at Fordham University, USA.
Dr Thai’s book is a comprehensive comparative analysis of shareholder derivative actions with a particular focus on the operation of the Australian statutory derivative action. This includes a detailed empirical study of all Australian cases in the first 20 years since the SDA was introduced. Dr Thai has produced a scholarly analysis of the law and makes useful recommendations to improve the operation of the Australian procedure. The book compares derivative suits with other shareholder remedies such as minority oppression and shareholder class actions and advocates for a more effective and efficient statutory regime. This book should be an essential purchase for corporate law scholars, lawyers and law libraries. It will interest a broad international readership through its international and comparative assessment.
Dr Jason Harris, Professor of Corporate Law, The University of Sydney Law School, Australia.
