| Edition |
Second edition. |
| Description |
1 online resource |
|
text file |
| Summary |
"Shareholder Actions is a comprehensive guide to the possible actions shareholders may be entitled to pursue, on whichever side of the dispute they might be involved. As well as unfair prejudice and derivative actions, and the many personal actions arising from the Companies Act 2006, the book covers actions based in common law and equity, as well as actions based in other statutory law. It also explores occurrences of directors owing fiduciary duties directly to shareholders and the 'no reflective loss' rule providing a clear view of its scope and its limitations. The book refers to judgments in other related jurisdictions when it is necessary to substantiate a submission not already fully and authoritatively addressed by English law. Scottish cases are referred to where the House of Lords or Supreme Court have dealt with an issue, or where the point of law overlaps with English law. There are separate chapters on taxation issues, shareholder claims in Australia, due the large cross pollination between English and Australian law and, for comparative purposes, on Canada where a very different approach is taken with its common law based system."--Bloomsbury Publishing |
| Contents |
Intro -- Preface to second edition -- Preface to first edition -- Table of statutes -- Table of statutory instruments -- Table of EC and international materials -- Table of cases -- Chapter 1 Companies' Separate Legal Personality -- The perpetual problem -- Meaning of 'company' and 'shareholder' -- Company -- Shareholder -- Separate legal personality -- Its origin -- Its foundation: Salomon v Salomon -- The exception: piercing the corporate veil -- The implications of a separate legal personality -- Shareholders not liable for the company's debts -- A company makes agreements in its own name |
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Profits generated by a company are its own -- Shareholders have no rights to the assets of a company -- A company has the right to sue and be sued in its own name -- Wrongs committed by a company are not chargeable to its members -- Shareholders do not owe their company a duty of care -- Shareholders are not per se entitled to represent the company -- Chapter 2 Directors and their Duties -- Introduction -- The nature of the office of director -- Who owes directors' duties and to whom are they owed? -- Shadow directors -- Source of directors' duties -- the common law and Part 10 of the 2006 Act |
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Scope and nature of statutory duties -- Duty to act within powers -- Duty to promote the success of the company -- Duty to report own wrongdoing -- Duty to exercise independent judgment -- Duty to exercise reasonable care, skill and diligence -- Duty to avoid conflicts of interest -- Duty not to accept benefits from third parties -- Bribery Act 2010 -- Duty to declare interest in proposed transaction or arrangement -- Civil consequences of breach of general duties -- Ratification of breach of duty by shareholders -- Can directors owe duties direct to shareholders? -- At common law |
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Fiduciary duties -- No reflective loss -- Relief from liability -- section 1157 -- Chapter 3 Shareholders' Relationships -- Purpose of the chapter -- No fiduciary duty towards one another -- Agreement the source -- Dispensation before the 2006 Act -- The 2006 Act -- Significant changes -- The constituent parts of the constitution under the 2006 Act -- Interpretation -- General principles -- Implication -- Pre-emption -- As between shareholders -- The 2006 Act -- Chapter 4 The Liability of Directors and Advisers of the Company Directly to Shareholders -- Introduction |
|
All companies limited by shares -- At common law -- Breach of fiduciary duty -- Misrepresentation Act 1967 -- Regulated companies -- Financial Services and Markets Act 2000 -- The City Code on Takeovers and Mergers ('the Code') -- Chapter 5 Who is in Control? The Rule in Foss v Harbottle -- Introduction -- The rule in Foss v Harbottle -- The respective powers and roles of directors and members in relation to litigation -- Majority rule among members -- No application to breach of shareholder's personal rights -- The exceptions to majority control -- a derivative claim |
| Local Note |
eBooks on EBSCOhost EBSCO eBook Subscription Academic Collection - North America |
| Subject |
Stockholders' derivative actions -- England.
|
|
Stockholders' derivative actions. |
|
England. |
|
Stockholders -- Legal status, laws, etc. -- England.
|
|
Stockholders -- Legal status, laws, etc. |
|
Stockholders. |
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Stockholders' derivative actions -- Wales.
|
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Wales. |
|
Stockholders -- Legal status, laws, etc. -- Wales.
|
| Genre/Form |
Electronic books.
|
|
Electronic books.
|
| Added Author |
Du Toit, Johan (Barrister), author.
|
| ISBN |
9781784518882 (e-book) |
|
1784518883 |
|
9781784518899 (online) |
|
1784518891 |
|
1784518867 |
|
9781784518868 |
|
9781784518875 (electronic book) |
|
1784518875 |
|
9781784518868 (hardback) |
|
