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Author: Joan Loughrey Publisher: Edward Elgar Publishing ISBN: 0857939661 Category : Business & Economics Languages : en Pages : 271
Book Description
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.
Author: Ralph C. Ferrara Publisher: Law Journal Press ISBN: 9781588523440 Category : Languages : en Pages : 0
Book Description
Written for both the expert and the novice, this book not only reviews the legal framework for derivative actions but also provides a practical guide to the application of legal principles. Shareholder Derivative Litigation: Besieging the Board reviews each of the legal doctrines relevant to derivative actions, including the demand and standing requirements, potential board responses to demands, the use of special litigation committees, procedural issues in derivative litigation and the business judgment rule's application to derivative litigation. This comprehensive legal study features an up-to-date listing of state derivative action statutes and rules, plus analysis of other significant developments, such as the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act on shareholder derivative litigation and recent case law concerning the demand requirement and attorneys' fees. It also delivers a wealth of useful working tools, including an easy to follow flow chart, relevant code sections and model forms. Book ɷ looseleaf, one volume, 986 pages; published in 1995, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-344-0
Author: Joan Loughrey Publisher: Edward Elgar Publishing ISBN: 0857939661 Category : Business & Economics Languages : en Pages : 271
Book Description
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.
Author: Sean Griffith Publisher: Edward Elgar Publishing ISBN: 1786435349 Category : LAW Languages : en Pages : 576
Book Description
Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
Author: Tom Baker Publisher: University of Chicago Press ISBN: 0226035077 Category : Law Languages : en Pages : 295
Book Description
Shareholder litigation and class action suits play a key role in protecting investors and regulating big businesses. But Directors and Officers liability insurance shields corporations and their managers from the financial consequences of many illegal acts, as evidenced by the recent Enron scandal and many of last year’s corporate financial meltdowns. Ensuring Corporate Misconduct demonstrates for the first time how corporations use insurance to avoid responsibility for corporate misconduct, dangerously undermining the impact of securities laws. As Tom Baker and Sean J. Griffith demonstrate, this need not be the case. Opening up the formerly closed world of corporate insurance, the authors interviewed people from every part of the industry in order to show the different instances where insurance companies could step in and play a constructive role in strengthening corporate governance—yet currently do not. Ensuring Corporate Misconduct concludes with a set of readily implementable reforms that could significantly rehabilitate the system.
Author: Jessica Erickson Publisher: ISBN: Category : Languages : en Pages : 44
Book Description
Concerns over agency costs dominate corporate law. The central challenge in corporate law is ensuring that directors act in the corporation's best interests, rather than their own best interests. Shareholder litigation is a key tool in controlling these agency costs, allowing shareholders to sue if directors overstep legal limits. Shareholder litigation, however, has agency costs of its own because most shareholder plaintiffs lack sufficient incentives to closely monitor these lawsuits. As a result, plaintiffs' attorneys can make litigation decisions that benefit themselves at the expense of their shareholder clients. This concern arises in nearly all types of shareholder litigation--from shareholder derivative suits to securities class actions and merger cases. Regardless of the underlying law, shareholder litigation faces a common need for a gatekeeper to monitor and oversee these cases.Yet, despite this shared problem, different types of shareholder litigation use very different gatekeepers. In securities class actions, Congress put its trust in institutional investors. In derivative suits, the law relies on corporate boards. And in merger cases, the law depends on greater oversight by judges in their review of settlements coupled with greater power for corporations to screen these lawsuits ex ante in their bylaws and charters. This Article, written for the OKLAHOMA LAW REVIEW's symposium on Confronting New Market Realities: Implications for Stockholder Rights to Vote, Sell, and Sue, explores why corporate law has chosen different gatekeepers for different types of shareholder litigation. It then argues that the legal system should look for ways to use a greater mix of gatekeepers in these cases.
Author: Federico Pastre Publisher: GRIN Verlag ISBN: 365611854X Category : Business & Economics Languages : en Pages : 61
Book Description
Research Paper (undergraduate) from the year 2012 in the subject Business economics - Business Management, Corporate Governance, grade: Honors, Fordham University School of Law, course: Corporations, language: English, abstract: This paper focuses on the issue of whether shareholder litigations brought in the U.S. - namely, derivative suits and securities class actions - and their equivalent in the Italian law system, achieve their principal regulatory goal of deterring corporate directors and officers from engaging in unlawful conduct, in addition to compensating shareholders and investors for the harm they suffered. In the United States, effective derivative suits and securities class actions, contingency fees, and the rule concerning legal expenses, create an entrepreneurial system in which directors and officers are ultimately deterred by the private enforcement of the law. Nevertheless, the presence of other interests not aligned with the public interest in optimal deterrence causes the deterrence effect to suffer peculiar distortions. Indemnification agreements and D&O liability insurance deeply shape the remaining deterrence effect, in particular, D&O liability insurance shifts the risk of losses to a third party that fails to reintroduce it. This paper analyzes possible solutions to this problem that have been receiving scholarly attention. With regard to the Italian legal system, this paper stresses the causes behind the ineffectiveness of the Italian private enforcement system of corporate laws and analyses what solution, if any, may be adopted. The lack of economic incentives for the plaintiff shareholder, the absence of discovery rules and the difficulty of accessing useful information to be used in litigation, impair the effectiveness of the enforcement system and with it the deterrence goal. Lastly, this paper addresses how differing social landscapes and judicial attitudes also play a role in the deterrence effect within the two legal syst
Author: Dennis J. Block Publisher: Aspen Publishers ISBN: Category : Business judgment rule Languages : en Pages : 1246
Book Description
Meticulously researched and thoroughly analyzed, Business Judgment Rule: Fiduciary Duties of Corporate Directors, Fifth Edition combines cases, articles, and statutory provisions to help you discover new strategies and tactics for dealing with attempts to gain control of a corporation. This authoritative reference leaves no aspect of the business judgment rule, the fiduciary duties of corporate directors, And The law of corporate governance unexplored, unreviewed, or unanswered. This work is comprehensive in its treatment of the intellectual underpinnings and practical applications of the business judgment rule, including such vital areas as: The business judgment rule presumption The duties of care and loyalty The corporate opportunity doctrine Director and officer compensation Wrongful coercion and preclusive conduct The pre-litigation demand requirement in derivative litigation Indemnification and advancement of litigation expenses incurred by directors and officers D & O insurance The Model Business Corporation Act and Principles of Corporate Governance and much more!
Author: Joan Loughrey
Author: Ralph C. Ferrara
Author: Joan Loughrey
Author: Sean Griffith
Author: Tom Baker
Author: 
Author: Jessica Erickson
Author: Francis Beaufort Palmer
Author: Federico Pastre
Author: Ralph C. Ferrara
Author: Dennis J. Block