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Public Companies and the Role of Shareholders: National Models Towards Global Integration

Edited by: Sabrina Bruno, Eugenio Ruggiero

ISBN13: 9789041134233
Published: May 2011
Publisher: Kluwer Law International
Country of Publication: Netherlands
Format: Hardcover
Price: £140.00

Despatched in 7 to 9 days.

In the wake of the legality crisis that has affected a number of prominent companies in the last decade, studies have reinforced the growing conviction that the board of directors, as legally constituted in leading jurisdictions, is not able to balance the power of controlling shareholders and that of the company’s executives.

The perennial issue of the dynamic between corporate ownership and management has thus taken a far-reaching new turn that tends to favour larger and more effective participation and involvement of shareholders in corporate governance.

Proceeding from the shareholder’s perspective, this book examines the law of public companies in Italy, France, the United Kingdom, Germany, and the United States. Law professors from each of the five jurisdictions analyse the role of the shareholder as a member of the corporate organization and as an investor, with attention to the listing process, the size and relevance of the securities market, the ownership structure of public companies, the division of powers within the company, the role of the general meeting of shareholders, minority rights, remedies, public authorities, and takeovers.

As might be expected, the debate is quite heated, covering such topics as the following:-

  • how institutional investors are changing the terms of the collective action problem;
  • ever-increasing political and public demands for more disclosure and transparency;
  • conflicts of interest among controlling shareholders;
  • convergence of the traditional ‘insider’ and ‘outsider’ financial systems;
  • internal agreements protecting the position of minority shareholders; and
  • directors’ remuneration.
The authors describe a number of possible mechanisms designed both to balance directors’ and managers’ powers and promote efficiency – proposals that also represent a means to offer legitimacy for the modern company towards society as a whole.

This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.

Company Law

Series: European Company Law Series

Abuse of Companies ISBN 9789403508924
Published October 2019
Kluwer Law International
Third-Party Certifiers ISBN 9789403510910
Published July 2019
Kluwer Law International
Boards of Directors in European Companies ISBN 9789041141415
Published December 2013
Kluwer Law International
Corporate Governance as a Limited Legal Concept ISBN 9789041128737
Published May 2009
Kluwer Law International
Towards a Sustainable European Company Law ISBN 9789041127686
Published April 2009
Kluwer Law International
Piercing the Corporate Veil: A Transnational Approach ISBN 9789041125910
Published July 2007
Kluwer Law International
European Company Law in Accelerated Progress ISBN 9789041125293
Published July 2006
Kluwer Law International