The Shareholder Rights Directive II PDF Download

Author: Hanne S. Birkmose
Publisher: Edward Elgar Publishing
ISBN: 1839101237
Category : Law
Languages : en
Pages : 344

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Book Description
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.

Author: Andreas Cahn
Publisher: Cambridge University Press
ISBN: 1107186358
Category : Law
Languages : en
Pages : 1095

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Book Description
Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

Author: Anne Lafarre
Publisher: Emerald Group Publishing
ISBN: 1787435342
Category : Business & Economics
Languages : en
Pages : 346

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Book Description
Anne Lafarre combines wide ranging empirical legal and economic research to analyse and understand the real role of the AGM in the European businesses and corporate governance frameworks today.

Author: Beate Sjåfjell
Publisher: Kluwer Law International B.V.
ISBN: 9041127682
Category : Law
Languages : en
Pages : 594

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Book Description
No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.

Author: Lynn Stout
Publisher: Berrett-Koehler Publishers
ISBN: 1605098167
Category : Business & Economics
Languages : en
Pages : 151

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Book Description
An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute

Author: Hanne S Birkmose
Publisher: Edward Elgar Publishing
ISBN: 1788114876
Category :
Languages : en
Pages : 320

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Book Description
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.

Author: David Milman
Publisher: Edward Elgar Publishing
ISBN: 1785368133
Category : LAW
Languages : en
Pages : 256

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Book Description
The legal regulation of company shares is a fundamental building block in a capitalist society. This insightful book provides an historical analysis of the phenomenon, investigating underlying policy issues and considering relevant aspects of current law to explore possible future trends. David Milman examines the phenomenon of the company share in a holistic way, tracing the origins of the share and exploring the diversity present within the family of shares. Using a comparative approach, key chapters consider the circumstances under which shares are acquired, the property law perspective relevant to shares and the rights and obligations of those who hold shares. The book concludes with speculation on how the share might evolve in the future in light of technological change and the development of other capital raising investments. This accessible book will provide valuable insight to scholars researching corporate law. It will also be beneficial for policymakers and practitioners wishing to understand more about the history of the company share, and how this may impact its future.

Author: Beate Sjåfjell
Publisher: Cambridge University Press
ISBN: 1107043271
Category : Business & Economics
Languages : en
Pages : 373

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Book Description
This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.

Author: Maria Lucia Passador
Publisher:
ISBN:
Category :
Languages : en
Pages : 50

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Book Description
The purpose of this Article is to provide the reader with a detailed analysis of the existing regulations on shareholders' rights, recently updated by the Shareholders' Rights Directive II, as well as in light of the U.S. regulation on the topic. The paper aims to adequately address and explore each selected, crucial issue--namely Proxy Advisors, Institutional Investors and Say on Pay--through a comparative perspective and in order to highlight the possible convergence between Europe and the United States. In particular, we intend to focus on the strong efforts of the Shareholders' Rights Directive II (i) to re-evaluate the role of institutional investors as key players in corporate governance dynamics; (ii) to reform the role of proxy advisors as a fundamental link between shareholders and markets, and (iii) to modify the remuneration issue in order to achieve a correct rebalancing of agency conflicts between shareholders and directors.

Author: Sigurt Vitols and Norbert Kluge
Publisher: ETUI
ISBN: 2874522198
Category : Corporate governance
Languages : en
Pages : 266

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Book Description
For the past two decades corporate governance reform in Europe has been guided by the ‘shareholder value’ model of the firm. That model has been discredited as one of the major causes of the financial and economic crisis. In a new book published by the ETUI an alternative approach to corporate governance is presented by members of the GOODCORP network of researchers and trade unionists. This new approach, entitled the Sustainable Company, draws on both traditional ‘stakeholder’ models of the firm and newer concerns with sustainability. The main elements of the Sustainable Company and the institutions needed to support it are presented. Key themes in the book are the need for worker ‘voice’ in corporate governance and for a binding legislative framework to promote sustainability. Individual chapters deal with the issues of worker involvement, employee shareholding, sustainability-oriented remuneration, international framework agreements, NGO-trade union relationships, reforming financial regulation and carbon taxes and emissions-trading schemes.