Derivative Actions and Corporate Governance

PREFACE; SUMMARY CONTENTS; TABLE OF CONTENTS; TABLE OF CASES; TABLE OF STATUTES; GLOSSARY OF TERMS; A BIRD'S EYE VIEW OF THE FUNCTIONAL AND FOCUSED MODEL; INTRODUCTION; 0.1 BACKGROUND; 0.2 THE PRIMARY OBJECTIVES OF THE BOOK; 0.3 THE DERIVATIVE ACTION- A UNIQUE PROCEDURE?; 0.4 PUBLIC AND PRIVATE COMPANIES; 0.5 THE NEW PROPOSED FRAMEWORK ADVANCED BY THE BOOK; 0.6 AN OVERVIEW OF THE BOOK; PART I: THEORY AND PRACTICE ANALYSIS; 1. SHAREHOLDER LITIGATION; 1.1 INTRODUCTION; 1.2 SHAREHOLDER LITIGATION AND CORPORATE GOVERNANCE; 1.3 ALTERNATIVE DEVICES TO CONTROL AGENCY COSTS; 1.4 DERIVATIVE ACTIONS VERSUS MARKET FORCES; 1.5 CONCLUSION; 2. THE CHOICE OF RATIONLES AND THE SOCIAL MEANNING OF DERIVATIVE ACTIONS; 2.1 INTRODUCTION; 2.2 MERITS AND DEMERITS OF DERIVATIVE ACTIONS; 2.3 THE CHOICE OF RATIONALES: DETERRENT VERSUS COMPENSATION; 2.4 UNDERSTANDING THE SOCIAL MEANING OF DERIVATIVE ACTIONS; 2.5 CONCLUSION; 3. THE DIFFICULTIES WITH CONFERRING RIGHTS ON SHAREHOLDERS TO LITIGATE; 3.1 INTRODUCTION; 3.2 CAN A SHAREHOLDER ADEQUATELY REPRESENT THE COMPANY?; 3.3 THE COMMON LAW RESPONSE; 3.4 POLICY EVALUATION: OLD MYTHS AND NEW REALITIES; 3.5 CONCLUSION; PART II: MAKING DERIVATIVE ACTIONS WORK; 4. THE WAY TO REFORM AND A NEW STATUTORY DERIVATIVE ACTION: MUCH ADO ABOUT NOTHING?; 4.1 INTRODUCTION; 4.2 DEFICIENCIES IN THE PRESENT LAW AND THE APPROACH TO REFORM; 4.3 A NEW STATUTORY DERIVATIVE ACTION (under the Companies Act 2006); 4.4 AN ASSESSMENT OF THE LIKELY IMPACT OF THE NEW REGIME; 4.5 CONCLUSION; 5. A PROPOSED MODEL FOR DERIVATIVE ACTIONS: THE FUNCTIONAL AND FOCUSED MODEL (FFM); PART I: THE FOUNDATIONS; 5.1 INTRODUCTION; 5.2 THE ROLE OF DERIVATIVE ACTIONS IN A CHANGING MENU OF GOVERNANCE; 5.3 THE DERIVATIVE ACTION AS A CONSTRAINT ON MANAGEMENT MISCONDUCT; 5.4 SYNTHESIS - THE FUNCTIONAL AND FOCUSED MODEL; PART II: FFM - PROCEDURAL AND SUBSTANTIVE ASPECTS; 5.5 CONCLUSION; 6. FUNDING DERIVATIVE ACTIONS: COSTS AND FEES AS INCENTIVES TO COMMENCE LITIGATION; 6.1 INTRODUCTION; 6.2 THE

An exhaustive and penetrating analysis of the law relating to derivative actions. No stone has been left unturned...Dr Reisberg has, on many occasions in this book, sought to push the boundaries of that knowledge in his all-embracing approach...mandatory reading for all company lawyers. Professor Stephen Girvin, 19 (2008) International Company and Commercial Law Review, p.308 Dr Reisberg's highly scholarly text...provides a well thought-out analysis on derivative claims. The book provides excellent insights on when they are justifiable in the context of the current provisions in the Companies Act 2006...the conceptual framework presented in this book would definitely be of a tremendous help for those who need to engage in the topic for various reasons...he formulated a theoretical framework and operational guidance for future development of the law. Peter Yeoh, Business Law Review Dr Reisberg's study is...a timely and important contribution to the scholarship on this new statutory remedy, one of company law's "most thorny aspects" (p.1), which he sees principally as a mechanism of corporate accountability (p.5)...As one has come to expect with any book appearing under the imprint of Oxford University Press, Dr Reisberg's book has been produced and edited to the highest academic and publishing standards Professor Stephen Girvin, University of Birmingham, ICCLR 2008 19(9)