Enforcing Shareholders’ Duties

Elgar Financial Law series

Edited by Hanne S. Birkmose, Professor, Department of Law, Aarhus University, Denmark and Konstantinos Sergakis, Professor, School of Law, University of Glasgow, UK

A heavily debated topic, the evolution of shareholders’ duties risks the transformation of the very concept of shareholder primacy, crucially associated with shareholder rights. Offering a distinctive and comprehensive examination of both current and forthcoming enforcement mechanisms in the area of shareholder duties, this timely book provides an exhaustive analysis of the many issues related to these mechanisms, and considers the ongoing challenges surrounding their implementation.

‘...this work is a unique and fascinating contribution to this rapidly developing area of corporate law and commerce, and is recommended reading for anyone working, researching or practising in these areas.’
– J.L. Yeats, The South African Law Journal

‘The great financial crisis of 2008 led the EU to rethink the relationship between listed companies and shareholders. Institutional investors have been requested to play a stewardship role in listed companies
as well as banks, and to force management to take a more long-term view. Enforcing Shareholders’ Duties offers the first comprehensive analysis on the enforcement of these new obligations, examining the key issue as to whether jurisdictions should choose private, public or “social” enforcement, or a combination thereof, and to what extent? This book will be of great interest to institutional investors, companies, policymakers and academics, not just in the EU, but also worldwide.’
– Pierre-Henri Conac, University of Luxembourg

‘The imposition of engagement and/or fiduciary duties upon shareholders, whether institutional or controlling ones, is a relatively new phenomenon in most jurisdictions, the implications of which for corporate law can hardly be overestimated. This volume fills an important gap in the literature by focusing on the law in action of shareholder duties. Its rich and insightful chapters give the reader a refined, nuanced and comprehensive understanding of the challenges and ramifications of the policies underlying the imposition of shareholder duties.’
– Luca Enriques, University of Oxford, UK

‘The role of shareholders is paramount in corporate governance, and their duties are underexplored. This important book makes a crucial contribution to rethinking the different ways in which shareholders’ obligations may be made operational in corporate law – with implications that must concern all scholars, policymakers and practitioners in this area.’
– Wolf-Georg Ringe, University of Hamburg, Germany