Directors Duties To Engage Shareholders

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Directors' Duties to Engage Shareholders

Author : Hanne S. Birkmose
Publisher :
ISBN 13 :
Total Pages : 27 pages
Book Rating : 4.:/5 (13 download)

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Book Synopsis Directors' Duties to Engage Shareholders by : Hanne S. Birkmose

Download or read book Directors' Duties to Engage Shareholders written by Hanne S. Birkmose and published by . This book was released on 2014 with total page 27 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Commission sees shareholder engagement as a cornerstone of the corporate governance model for listed companies. Shareholder engagement can to some extent be supported by legislation at national and EU levels. Some legislation is already in place, such as the Shareholders' Rights Directive, the Transparency Directive and the requirement to make a corporate governance statement available to shareholders. But more needs to be done, and in the 2012 Action Plan the Commission sets out several initiatives that will strengthen shareholder engagement.However, the Commission makes it clear that the responsibility for good corporate governance is first and foremost that of each company. Consequently, the boards of directors of European companies should themselves consider how to ensure good corporate governance. As shareholder engagement is a key factor of corporate governance, boards should specifically consider what can be done to enhance shareholder engagement. Board duties in this respect are partly defined by law, but in some areas how to comply with the overall duty to ensure good corporate governance is less clear. Given the heterogeneity of companies, the board of directors of each company should consider what is necessary to enhance shareholder engagement in their individual company. However, boards should not only consider the potential benefits of enhanced engagement but also its costs. In any case, the increased awareness of boards of their role in engaging shareholders in corporate governance issues will contribute positively to good corporate governance in European companies.

Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis

Author : Joan Loughrey
Publisher : Edward Elgar Publishing
ISBN 13 : 0857939661
Total Pages : 271 pages
Book Rating : 4.8/5 (579 download)

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Book Synopsis Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis by : Joan Loughrey

Download or read book Directors' Duties and Shareholder Litigation in the Wake of the Financial Crisis written by Joan Loughrey and published by Edward Elgar Publishing. This book was released on 2013-01-01 with total page 271 pages. Available in PDF, EPUB and Kindle. Book excerpt: ÔThis book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? LoughreyÕs and her contributorsÕ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.Õ Ð Randall Thomas, Vanderbilt Law School, US The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties. This book assesses whether the law relating to directorsÕ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006. With contributions from leading academics and practitioners, the book examines the directorÕs duty of care and skill, the s.172 duty, reporting obligations under s.417 of the Companies Act 2006, and shareholder litigation including the derivative action and just and equitable winding up. It concludes that neither the common law nor the statutory duties and derivative action under the Companies Act 2006 function effectively to hold directors to account and analyses why this is so. This detailed book will appeal to academics in company law and corporate governance as well as commercial law practitioners particularly those who specialize in company litigation.

The Cambridge Handbook of Shareholder Engagement and Voting

Author : Harpreet Kaur
Publisher : Cambridge University Press
ISBN 13 : 1108913075
Total Pages : 1013 pages
Book Rating : 4.1/5 (89 download)

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Book Synopsis The Cambridge Handbook of Shareholder Engagement and Voting by : Harpreet Kaur

Download or read book The Cambridge Handbook of Shareholder Engagement and Voting written by Harpreet Kaur and published by Cambridge University Press. This book was released on 2022-09-15 with total page 1013 pages. Available in PDF, EPUB and Kindle. Book excerpt: All over the world, companies play an important role in the economy. Different types of stakeholders hold the reins in these companies. An important class are the shareholders that finance the activities of these companies. In return, stakeholders have a say on how these companies should be organized and structure their activities. This is primarily done through voting and engaging. These mechanisms of voting and engaging allow the shareholders to decide significant aspects of the company structure, from who governs it to how much directors are paid. However, how shareholders vote and engage and how far their rights stretch are organized differently in different countries. This pioneering book provides insights into what rights these shareholders have and how the shareholders of companies in nineteen different jurisdictions participate in corporate life through voting and engaging. Comparative and international in scope, it pays particular attention to how jurisdictions align and differ around the world.

Enforcing Shareholders’ Duties

Author : Hanne S Birkmose
Publisher : Edward Elgar Publishing
ISBN 13 : 1788114876
Total Pages : 320 pages
Book Rating : 4.7/5 (881 download)

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Book Synopsis Enforcing Shareholders’ Duties by : Hanne S Birkmose

Download or read book Enforcing Shareholders’ Duties written by Hanne S Birkmose and published by Edward Elgar Publishing. This book was released on 2019 with total page 320 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

Corporate Director's Guidebook

Author : American Bar Association. Committee on Corporate Laws
Publisher : American Bar Association
ISBN 13 : 9781590318508
Total Pages : 140 pages
Book Rating : 4.3/5 (185 download)

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Book Synopsis Corporate Director's Guidebook by : American Bar Association. Committee on Corporate Laws

Download or read book Corporate Director's Guidebook written by American Bar Association. Committee on Corporate Laws and published by American Bar Association. This book was released on 2007 with total page 140 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.

The Duties and Liabilities of the Board of Directors

Author : David Larcker
Publisher : Pearson Education
ISBN 13 : 0132821419
Total Pages : 39 pages
Book Rating : 4.1/5 (328 download)

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Book Synopsis The Duties and Liabilities of the Board of Directors by : David Larcker

Download or read book The Duties and Liabilities of the Board of Directors written by David Larcker and published by Pearson Education. This book was released on 2011-04-21 with total page 39 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Element is an excerpt from Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (9780132180269) by David Larcker and Brian Tayan. Available in print and digital formats. A primer on what corporate board members should be doing: expert guidance on advisory and monitoring functions, compliance, fiduciary duty, independence, and more. When asked what areas directors should pay most attention to, other than profitability and shareholder value, directors list future growth, risk management, and development of human capital as top priorities. Other areas of focus include cultural development, executive compensation, and compliance. Still, some evidence indicates that directors prefer advisory functions to monitoring functions....

Boards at Work : How Directors View their Roles and Responsibilities

Author : Philip Stiles
Publisher : OUP Oxford
ISBN 13 : 0191580937
Total Pages : 182 pages
Book Rating : 4.1/5 (915 download)

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Book Synopsis Boards at Work : How Directors View their Roles and Responsibilities by : Philip Stiles

Download or read book Boards at Work : How Directors View their Roles and Responsibilities written by Philip Stiles and published by OUP Oxford. This book was released on 2001-03-29 with total page 182 pages. Available in PDF, EPUB and Kindle. Book excerpt: Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors. Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power. Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors. The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.

Practitioner's Guide to Global Investigations

Author : Judith Seddon
Publisher : Law Business Research Ltd.
ISBN 13 : 1912377837
Total Pages : 987 pages
Book Rating : 4.9/5 (123 download)

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Book Synopsis Practitioner's Guide to Global Investigations by : Judith Seddon

Download or read book Practitioner's Guide to Global Investigations written by Judith Seddon and published by Law Business Research Ltd.. This book was released on 2018-01-19 with total page 987 pages. Available in PDF, EPUB and Kindle. Book excerpt: There's never been a greater likelihood a company and its key people will become embroiled in a cross-border investigation. But emerging unscarred is a challenge. Local laws and procedures on corporate offences differ extensively - and can be contradictory. To extricate oneself with minimal cost requires a nuanced ability to blend understanding of the local law with the wider dimension and, in particular, to understand where the different countries showing an interest will differ in approach, expectations or conclusions. Against this backdrop, GIR has published the second edition of The Practitioner's Guide to Global Investigation. The book is divided into two parts with chapters written exclusively by leading names in the field. Using US and UK practice and procedure, Part I tracks the development of a serious allegation (whether originating inside or outside a company) - looking at the key risks that arise and the challenges it poses, along with the opportunities for its resolution. It offers expert insight into fact-gathering (including document preservation and collection, witness interviews); structuring the investigation (the complexities of cross-border privilege issues); and strategising effectively to resolve cross-border probes and manage corporate reputation.Part II features detailed comparable surveys of the relevant law and practice in jurisdictions that build on many of the vital issues pinpointed in Part I.

Shareholders’ Duties

Author : Hanne S. Birkmose
Publisher : Kluwer Law International B.V.
ISBN 13 : 904116684X
Total Pages : 474 pages
Book Rating : 4.0/5 (411 download)

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Book Synopsis Shareholders’ Duties by : Hanne S. Birkmose

Download or read book Shareholders’ Duties written by Hanne S. Birkmose and published by Kluwer Law International B.V.. This book was released on 2017-01-15 with total page 474 pages. Available in PDF, EPUB and Kindle. Book excerpt: It is often assumed that shareholders have rights, not duties. In recent years, however, this assumption has come under intense scrutiny in all aspects of company law and capital market law -legislation, the courts, soft law, and scholarship - and, in Europe especially, major changes are under way across a diverse spectrum all the way from revised contractual arrangements to mandatory statutory provisions. Such a shift has important implications for the fundamentals of European company law, and there is a need to examine shareholders' duties and to consider where this trend is taking shareholders and their stance in law. This focused collection of essays by twenty notable scholars addresses this complex subject from a highly informative and useful variety of perspectives. Examining shareholders' duties along three axes - types of investee companies, types of shareholders, and types of business situations - the essays deal with such topics and issues as the following: - shareholders' duties as reflections of the interests they are intended to safeguard; - shareholders' duties to society; - shareholders' disclosure obligations; - duties of parent companies; - institutional investor's fiduciary duty; - how regulatory duties constrain value-reducing forms of opportunism; - the state's continuing duties in the transformation of state-owned companies; - significant shareholders' duties in transactions with the company; and - powerful shareholders' duty not to abuse right. Examining the implications of this shift in discourse - how shareholders' duties are coming to the fore under the impetus of legislation, legal doctrine, case law, and enforcement strategies - as well as its ideological underpinnings, this book offers a comprehensive and in-depth consideration of this rapidly developing field. It will prove of inestimable value not only to policymakers and academics, but also to investors and practitioners committed to creating conditions favourable to sustainable economic growth and responsible business behaviour.

Boards of Directors in European Companies

Author : Hanne Søndergaard Birkmose
Publisher :
ISBN 13 : 9789041141415
Total Pages : 0 pages
Book Rating : 4.1/5 (414 download)

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Book Synopsis Boards of Directors in European Companies by : Hanne Søndergaard Birkmose

Download or read book Boards of Directors in European Companies written by Hanne Søndergaard Birkmose and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The recent financial crisis has once again stressed the importance of good corporate governance and corporate social responsibility in building trust in the European internal market. It has given rise to a discussion of whether a number of issues should be addressed through regulation or soft law at EU level. These issues relate in particular to the duties of directors in European companies as well as how the board of directors is composed and structured. Drawing attention first to duties of directors and then to the organisation of the board, this appropriately timed analysis takes stock of the status of the initiatives that have been debated so far, examines whether the rules which have been adopted form a coherent system, and suggests ways in which these initiatives affect national law. Topics covered include the following: directors' conflicts of interest; rules on shareholder transparency; duty to promote active ownership; whether it is possible to find a balance between corporate enterprise and risk control; integration of environmental and social concerns in the decision-making of the company; the board's role as a monitor of management; overcoming managerial deficiencies; the concept of independent directors; independence from a controlling shareholder; nomination of board members; disqualification of directors; and directors duties in groups of companies.

Corporate Governance and the Duties of Company Directors

Author : Ian Ramsay
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)

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Book Synopsis Corporate Governance and the Duties of Company Directors by : Ian Ramsay

Download or read book Corporate Governance and the Duties of Company Directors written by Ian Ramsay and published by . This book was released on 2006 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Directors' Duties in Canada

Author : Margot Priest
Publisher : North York, Ont. : CCH Canadian
ISBN 13 : 9781551419770
Total Pages : 236 pages
Book Rating : 4.4/5 (197 download)

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Book Synopsis Directors' Duties in Canada by : Margot Priest

Download or read book Directors' Duties in Canada written by Margot Priest and published by North York, Ont. : CCH Canadian. This book was released on 1995 with total page 236 pages. Available in PDF, EPUB and Kindle. Book excerpt:

The Shareholder Rights Directive II

Author : Hanne S. Birkmose
Publisher : Edward Elgar Publishing
ISBN 13 : 1839101237
Total Pages : 344 pages
Book Rating : 4.8/5 (391 download)

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Book Synopsis The Shareholder Rights Directive II by : Hanne S. Birkmose

Download or read book The Shareholder Rights Directive II written by Hanne S. Birkmose and published by Edward Elgar Publishing. This book was released on 2021-04-30 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.

Engaging with Your Shareholders

Author : Alicia Beverley
Publisher :
ISBN 13 : 9781876604059
Total Pages : 89 pages
Book Rating : 4.6/5 (4 download)

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Book Synopsis Engaging with Your Shareholders by : Alicia Beverley

Download or read book Engaging with Your Shareholders written by Alicia Beverley and published by . This book was released on 2012 with total page 89 pages. Available in PDF, EPUB and Kindle. Book excerpt: "Board and director responsibilities for engaging with shareholders. Provides an overview of the various points of engagement with shareholders and offers suggestions as to how the engagement task can be made effective."--Provided by publisher.

The Enforcement of Directors' Duties in Britain and Germany

Author : Hans-Christoph Hirt
Publisher : Peter Lang
ISBN 13 : 9783039100583
Total Pages : 408 pages
Book Rating : 4.1/5 (5 download)

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Book Synopsis The Enforcement of Directors' Duties in Britain and Germany by : Hans-Christoph Hirt

Download or read book The Enforcement of Directors' Duties in Britain and Germany written by Hans-Christoph Hirt and published by Peter Lang. This book was released on 2004 with total page 408 pages. Available in PDF, EPUB and Kindle. Book excerpt: The power to control litigation in the company's name is normally vested in the board of directors. This gives rise to a conflict of interest whenever some or all of the directors breach their duties. In such a situation, the board's decision whether or not to litigate is potentially tainted because the wrongdoers are part of the decision-making process. The board as a whole is therefore an unsuitable decision-making body and the following question arises: who should decide whether it is in the company's interest to initiate litigation against the alleged wrongdoers? There are a number of different persons and bodies in which the decision-making power could be vested. The British approach is the reversion of management power to the shareholders in general meeting and, in certain restricted situations, the availability of the derivative action brought by a shareholder on behalf of the company. Both mechanisms give rise to significant difficulties. This book begins by explaining the board's conflict of interest, sets out a theoretical framework of legal strategies that cover the whole range of approaches to deal with it and analyses their strengths and weaknesses. The analysis consists of an assessment and comparison of four models of the enforcement of directors' duties, which are based on the current law and reform proposals in Britain and Germany. Particular reference is made to recent case law and its practical implications.

The Responsible Shareholder

Author : Bottomley, Stephen
Publisher : Edward Elgar Publishing
ISBN 13 : 1800373406
Total Pages : 232 pages
Book Rating : 4.8/5 (3 download)

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Book Synopsis The Responsible Shareholder by : Bottomley, Stephen

Download or read book The Responsible Shareholder written by Bottomley, Stephen and published by Edward Elgar Publishing. This book was released on 2021-11-09 with total page 232 pages. Available in PDF, EPUB and Kindle. Book excerpt: Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.

Corporate Governance in the Common-Law World

Author : Christopher M. Bruner
Publisher : Cambridge University Press
ISBN 13 : 1107354900
Total Pages : 317 pages
Book Rating : 4.1/5 (73 download)

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Book Synopsis Corporate Governance in the Common-Law World by : Christopher M. Bruner

Download or read book Corporate Governance in the Common-Law World written by Christopher M. Bruner and published by Cambridge University Press. This book was released on 2013-03-29 with total page 317 pages. Available in PDF, EPUB and Kindle. Book excerpt: The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.