This book examines the role and potential of derivative actions in shareholder protection in public limited companies. Derivative actions have been a focal point of legislators’ agendas on shareholder protection, in the past few decades, throughout Europe and beyond. Nevertheless, there remain jurisdictions, such as Greece, which are still devoid of this remedy. Against this backdrop, this book examines whether and how the derivative action may improve shareholder protection, constituting thus a mechanism that justifies legislative attention. It does so in three parts. First, it analyses the desirable role derivative actions assume in protecting shareholder property, monitoring corporate management and mitigating agency costs, alongside their economic implications, introducing the reader to the contemporary international debate on the topic. Having set the desiderata, the second part proceeds with the comparative analysis of Greek, German and UK law – jurisdictions that have recently reformed their provisions on shareholder protection – examining not only the law on derivative actions and their Greek counterpart remedy, but also mechanisms of shareholder protection that do, or could, assume functions similar to those of the derivative action. By critically assessing the merits and failures of the respective UK, German and Greek shareholder protection laws, the book then proceeds to offer (in part three) a model framework of shareholders' derivative litigation for jurisdictions considering reform. Written in an accessible format, it will be an invaluable resource for anyone interested in this important aspect of company law and corporate governance.
PART 1: Derivative actions in abstracto: the theoretical framework of this study
CHAPTER 1. Introduction
CHAPTER 2. The importance of an effective shareholder remedy for wrongs against the company
PART 2: Derivative actions de lege lata: a comparative and functional analysis
CHAPTER 3: Comparison of Functionally Equivalent Rules on Shareholders’ enforcement of corporate claims
CHAPTER 4: The Greek framework for shareholder protection in a comparative context and the (in)existence of alternatives to derivative actions
PART 3. Derivative actions de lege ferenda: suggestions based on comparative considerations
CHAPTER 5: Proposals for a functioning and truly protective derivative action
CHAPTER 6. Conclusion
TABLE OF CASES
The credit crunch of 2007 and the ensuing financial crises have led to a renewed interest in the place of corporations in the modern world and the role of law and regulation in governing their behaviour. This series looks to survey the current developments within the field of corporate law as well as mapping out future opportunities for change. The series offers a comparative approach to the subject, looking not just at North America and Europe but also at the state of affairs elsewhere in the world. Written by influential scholars, the books offer thought-provoking and often critical analyses of corporate law. The functions and legal obligations and rights of multiple stakeholders including directors, investors, governments and regulators are examined from both empirical and theoretical standpoints. Whilst being grounded in law the series also draws upon research from the disciplines of economics, management studies, sociology and politics in order to explore the implications of corporate law in their wider social and economic context.