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Directors’ Duties And Shareholder Litigation In The Wake Of The Financial Crisis

Directors’ Duties And Shareholder Litigation In The Wake Of The Financial Crisis

Author: Joan Loughrey
Publisher: Edward Elgar Publishing
ISBN: 9780857939654
Published In: December 2012
Format: Hardback , 272 pages
Jurisdiction: International ? Disclaimer:
Countri(es) stated herein are used as reference only

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‘This book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? Loughrey’s and her contributors’ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.’
– Randall Thomas, Vanderbilt Law School, US

The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties. This book assesses whether the law relating to directors’ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006.

With contributions from leading academics and practitioners, the book examines the director’s duty of care and skill, the s.172 duty, reporting obligations under s.417 of the Companies Act 2006, and shareholder litigation including the derivative action and just and equitable winding up. It concludes that neither the common law nor the statutory duties and derivative action under the Companies Act 2006 function effectively to hold directors to account and analyses why this is so.

This detailed book will appeal to academics in company law and corporate governance as well as commercial law practitioners particularly those who specialize in company litigation.

Introduction

1. The Director’s Duty of Care and Skill and the Financial Crisis

2. The Duty to Promote the Success of the Company: Is it Fit for Purpose in a Post-financial Crisis World?

3. Narrative Reporting and Enlightened Shareholder Value Under the Companies Act 2006

4. Think Again: How Good Leaders Can Avoid Bad Decisions

5. Shareholder Activism and Litigation Against UK Banks-the Limits of Company Law and the Desperate Resort to Human Rights Claims?

6. Recent Cases on the Winding up of Hedge Funds on Treasure Islands

7. An Assessment of the Present State of Statutory Derivative Proceedings

8. Directors’ Duties and Shareholder Litigation: The Practical Perspective

Conclusion

Index