Academic journal article Business Law International

Minority Shareholders: Law, Practice & Procedure, Fourth Edition

Academic journal article Business Law International

Minority Shareholders: Law, Practice & Procedure, Fourth Edition

Article excerpt

Minority Shareholders: Law, Practice & Procedure, Fourth Edition Victor Joffe QQ David Drake, Giles Richardson, Daniel Lightman and Timothy Collingwood Oxford University Press (201 1); 608 pages; £160 (hardback); ISBN-10: 0199601313. ISBN-13: 978 0199601318.

Never before has the subject of shareholder rights been so widely debated in the United Kingdom - an increasing momentum in the debate of corporate governance has been developing across the globe as companies come under scrutiny from their owners (both the short-term 'activists' and the longer-term players) , heightened in the wake of the global financial crisis. With Vince Cable pushing ahead to change primary legislation to grant shareholders in public quoted companies a right to a binding vote on pay, questions will be raised as to whether shareholders make effective use of the rights they already are bequeathed with under the Companies Act 2006.

While this work stays sensibly clear of the political backdrop to minority shareholders, it provides the practitioner with a comprehensive and informed exposition of the rights of minority shareholders in practice - with essential guidance of practice and procedure when these rights are put in practice against companies and their directors- both in and outside the courtroom.

The fourth edition of this essential toolkit for both contentious and noncontentious corporate lawyers (whether advising minority shareholders or companies and their boards) has gone through a sweeping change both substantively in reflecting the laws under the 2006 Act but also in form and layout.

The work starts out with the fundamentals - duties owed by directors to their companies - the starting point for assessment of shareholder rights or claims. It then takes the reader through the long-standing and often complicated distinction between derivative and personal claims of shareholders and considers the tricky issue of whether the statutory derivative claim has abolished all common law derivative claims.

The 'meat' of the book then follows. First, there is a lucid overview of the range of rights conferred by shareholders under the 2006 Act, including practical guidance on navigating the statutory procedural requirements for shareholders exploiting the rights and parallel rights and obligations on companies such as guidance on costs and the liability of directors. …

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