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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. Key
features include: article-by-article analysis of each of the
provisions as adopted in the revised SRD II contribution to the
ongoing discussions on shareholder rights and duties anticipated to
be at the centre of debate for years to come detailed explanation
by leading scholars in the field to ensure complete understanding
of each SRD II provision for the reader exploration of the two
pillars of shareholder engagement: the facilitation of shareholder
rights and improved communication to bridge procedural gaps and
implementation of transparency obligations applicable to companies,
investors and service providers. This Commentary will be a key
resource for legal practitioners, legislators, scholars and
students alike, working in the fields of corporate governance,
alternative dispute resolution and financial law.
The recent financial crisis has once again stressed the importance
of good corporate governance and corporate social responsibility in
building trust in the European internal market. It has given rise
to a discussion of whether a number of issues should be addressed
through regulation or soft law at EU level. These issues relate in
particular to the duties of directors in European companies as well
as how the board of directors is composed and structured. Drawing
attention first to duties of directors and then to the organisation
of the board, this appropriately timed analysis takes stock of the
status of the initiatives that have been debated so far,examines
whether the rules which have been adopted form a coherent system,
and suggests ways in which these initiatives affect national law.
Topics covered include the following: directors' conflicts of
interest; rules on shareholder transparency; duty to promote active
ownership; whether it is possible to find a balance between
corporate enterprise and risk control; integration of environmental
and social concerns in the decision-making of the company; the
board's role as a monitor of management; overcoming managerial
deficiencies; the concept of independent directors; independence
from a controlling shareholder; nomination of board members;
disqualification of directors; and directors duties in groups of
companies.
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. Enforcing
Shareholders' Duties is unique in critically challenging the
revised Shareholder Rights Directive as well as other legal
provisions. Adopting a holistic view of the possible enforcement
issues shareholders may face in company law, it argues for a
measured approach in the design of such enforcement mechanisms and
for a careful consideration of the effects of a legal
interventionist approach. Astute and engaging chapters provide
arguments and recommendations for future regulatory initiatives
aimed at ensuring shareholders will remain incentivised to invest
in companies, whilst still assuming their responsibilities.
Students and researchers with an interest in financial and
corporate law, particularly from a policy and governance angle,
will find this book an important resource. Its focus on the
emerging agenda surrounding the enforcement of shareholders' duties
ensure it is also highly relevant for legislators, policymakers,
and practitioners. Contributors include: A. Anand, H.S. Birkmose,
J. Borg-Barthet, I.H.-Y. Chiu, M. Gargantini, E. Howell, C.
Malberti, M. Neville, J. Payne, C. Puska
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