Shareholders throughout the world are becoming more assertive in pursuing their rights against companies and directors. The law is developing in all jurisdictions to make it easier for shareholders to assert their rights by bringing claims in front of the court. Recent cases have seen a growth in both institutional shareholders such as pension funds and groups of individual shareholders taking action.
Shareholder Claims provides practical guidance on bringing claims including derivative claims under the UK Companies Act 2006, and claims under the Financial Services and Markets Act 2000, equivalent procedure in European centres and class action procedure in USA, Canada and Australia.
Written for both shareholders taking action and companies defending themselves.
It is no coincidence that the international debate on shareholders’ rights has mirrored two worldwide events over recent years: first, the globalisation of investment products and, second, a worldwide recession in which corporate governance, particularly in banks, has become a political issue in the phase of recovery. Shareholders are placed at the core of corporate governance but often lack the power, and, very often, interest to assert control to police good governance.
The relationship between shareholders and directors is all important. On the one hand, directors must be entrusted with running the day-to-day affairs of the business. On the other hand, the owners of the business, the shareholders, must be able to ensure that that trust will be and is fulfilled. Unfortunately where that trust is broken the facts are often discovered after the event. This book is about what happens then; what can shareholders do to forestall loss or remedy any losses suffered.
This work brings together outstanding practitioners from across the world who practise in claims that follow events such as directors’ fraud or the supply of false information by a company to its investors. Many of the contributors are members of an international group of lawyers specialising in shareholder claims: the World Investor Lawyer Network (‘WIN’).
We have included contributions from the major financial centres across the world; in Europe; England and Wales, France, Germany, Switzerland, Austria, Sweden and Ireland; the offshore centres of Guernsey, Isle of Man and the Caribbean as well as the United States, Canada and Japan. As will be seen each jurisdiction is going through stages of development. Whilst in the past many would seek to launch claims in the United States, if that were possible, the Supreme Court decision in Morrison v National Australia Bank has closed that option for many non-US claimants. The result is that the focus is shifting as shareholders seeking to claim are searching out the best and most appropriate jurisdiction for their claim. At the same time those jurisdictions are developing changes to shareholders’ rights and the court process to meet growing demand for enforceable rights.
This is, by its very nature, a short but comprehensive introduction to the position in each jurisdiction, providing the reader with a broad picture of what may or may not be done to pursue shareholder rights in the courts of the country of choice. This is a book not just for lawyers but for investors worldwide to consider what claim may arise and relief sought in the event that the trust that exists between them and their company and its directors breaks down.
Editor David Greene
, Senior Partner, Edwin Coe LLP, London
List Of Contributors Kiernan Bell
(Caribbean Offshore: Bermuda) is the Bermuda Practice Group Head for Litigation & Insolvency. Gearoid Carey
(Ireland) is the Senior Associate, Litigation Department, Matheson Ormsby Prentice, Dublin. Alasdair Davidson
(Guernsey) is an Advocate of the Royal Court of Guernsey and Head of Litigation at Bedell Cristin. Thomas Ertl
(Germany) is a Legal Trainee and Business Mediator at Rotter Rechtsanwälte Partnerschaft (www.rrlaw.de
). Prof Dr Daniel Fischer
(Switzerland) is an Attorney-at-Law, CFE, Mediator SAV, Senior Partner at AFP Advokatur Fischer & Partner, www.swiss-advocate.com
. Eva Hägg
(Sweden) is a Partner, Public M&A and Equity Capital Markets, Mannheimer Swartling. Kaj Hobér
(Sweden) is a Partner, Dispute Resolution, Mannheimer Swartling. Hiroyuki Ishizuka
(Japan) is a Partner of Nagashima Ohno & Tsunematsu. Susanne Jetschgo
(Austria) is an associate, Kraft & Winternitz Rechtsanwälte GmbH, Vienna. Rainer Maria Kraft
(Austria) is an Attorney-at-Law, Kraft & Winternitz Rechtsanwälte GmbH, Vienna. Isabelle Landreau
(France) is the Founder and Partner, Landreau Law Firm, www.droitdanslemil.fr
, Paris. Dimitri Lascaris
(Canada) is a Partner, Siskinds LLP, London, Ontario. John Melia
(Isle of Man) is a Partner, Appleby (Isle of Man) LLC. Anthony O’Brien
(Canada) is an Associate, Siskinds LLP, Toronto, Ontario. Klaus Rotter
(Germany) has a Diploma in Business Administration, and is an Attorney-at-Law specialising in banking and capital market law at the firm Rotter Rechtsanwälte Partnerschaft (www.rrlaw.de
). Motoki Saito
(Japan) is an Associate of Nagashima Ohno & Tsunematsu. Alexander Schwartz
(Switzerland) is an Attorney-at-Law, Civil Law Notary (Zug), Managing Director at AFP Advokatur Fischer & Partner, www.swiss-advocate.com
. Lora Shaw
(Ireland) is a Senior Associate, Corporate and Commercial Department, Matheson Ormsby Prentice, Dublin. Eliot Simpson
(Caribbean Offshore: British Virgin Islands) is BVI Practice Group Head for Litigation and Insolvency, as well as the Local Team Leader for commercial dispute resolution, trust and estate litigation, insolvency and restructuring, fund disputes and insurance and reinsurance dispute resolution. Ralph M. Stone
(United States) is an Attorney, Stone Bonner & Rocco LLP, New York. Akifumi Urabe
(Japan) is an Associate of Nagashima Ohno & Tsunematsu. Jacob Varghese
(Australia) is Principal, Maurice Blackburn Pty Limited, Melbourne. Andrew Watson
(Australia) is Principal, Maurice Blackburn Pty Limited, Melbourne. Jayson Wood (
Caribbean Offshore: Cayman Islands) is the Counsel in Litigation and Insolvency Practice Group in Cayman. Twenty years’ legal experience in all aspects of corporate and commercial litigation. Previously, partner-in-charge of the Dispute Resolution Team of Minter Ellison Lawyers (Gold Coast) in Australia.
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