Enforcing Shareholders’ Duties

Edited by Hanne S. Birkmose, Dean, Faculty of Business and Social Sciences, University of Southern Denmark, Denmark and Konstantinos Sergakis, Professor, School of Law, University of Glasgow, UK

'The great financial crisis of 2008 led the EU to rethink the relationship between listed companies and shareholders. Institutional investors have been requested to play a stewardship role in listed companies as well as banks, and to force management to take a more long-term view. Enforcing Shareholders' Duties offers the first comprehensive analysis on the enforcement of these new obligations, examining the key issue as to whether jurisdictions should choose private, public or ''social'' enforcement, or a combination thereof, and to what extent? This book will be of great interest to institutional investors, companies, policymakers and academics, not just in the EU, but also worldwide.'--Pierre-Henri Conac, University of Luxembourg'The imposition of engagement and/or fiduciary duties upon shareholders, whether institutional or controlling ones, is a relatively new phenomenon in most jurisdictions, the implications of which for corporate law can hardly be overestimated. This volume fills an important gap in the literature by focusing on the law in action of shareholder duties. Its rich and insightful chapters give the reader a refined, nuanced and comprehensive understanding of the challenges and ramifications of the policies underlying the imposition of shareholder duties.'--Luca Enriques, University of Oxford, UK'The role of shareholders is paramount in corporate governance, and their duties are underexplored. This important book makes a crucial contribution to rethinking the different ways in which shareholders' obligations may be made operational in corporate law - with implications that must concern all scholars, policymakers and practitioners in this area.'--Wolf-Georg Ringe, University of Hamburg, Germany

• Contents:ForewordTakis TridimasPART I: The Contours of Enforcement1. Legal and Economic Rationales for Shareholder Duties and their EnforcementAnita Anand and Christopher Puskas 2. Duties Imposed on Specific Shareholders Only, and Enforcement ImplicationsHanne Birkmose3. Shareholder Engagement Duties: The European Move beyond StewardshipChristoph Van der Elst PART II: The Sources of Enforcement4. Contractual Enforcement of Shareholders’ DutiesCorrado Malberti 5. Private vs Public Enforcement of Shareholder Duties Iris Chiu6. Legal vs Social Enforcement of Shareholder DutiesKonstantinos SergakisPART III: Sanctioning Shareholders’ Duties7. Enforcing shareholder duties through suspension of the exercise of voting rightsKarsten Sørensen and Mette Neville8. Financial Sanctions for breach of shareholders’ dutiesJennifer Payne and Elizabeth Howell9. The Basis of Shareholder Liability for Corporate WrongsChristian A. WittingPART IV: Barriers to Enforcement 10. Barriers to Shareholder Identification and Entitlement Matteo Gargantini11. Barriers to the Enforcement of Shareholders’ Duties Flowing from Primary EU LawChristoph Teichmann and Lothar Wolff12. Jurisdictional Barriers to Enforcement Justin Borg-BarthetIndex