Book contents
- Reviews
- A Case for Shareholders’ Fiduciary Duties in Common Law Asia
- International Corporate Law and Financial Market Regulation
- A Case for Shareholders’ Fiduciary Duties in Common Law Asia
- Copyright page
- Dedication
- Contents
- Figures
- Tables
- Acknowledgements
- Cases
- Legislation and Regulations
- Abbreviations
- Part I Introduction and Overview
- Part II Role of General Meeting and Shareholders
- 3 Powers, Shareholders and Justifications for Duties
- I. Formal Power: Voting
- II. Informal Power: Influence
- I. The General Meeting As a Co-Agent of the Company
- III. Interests of the Company
- I. Strategies for Regulating Extractions of Private Benefits of Control by Controlling Shareholders
- II. Conflicts of Interest and Extractions of Private Benefits of Control Not Regulated by the Law
- III. Justifications for Imposing Fiduciary Duties on Directors Should Also Apply to Controlling Shareholders
- I. Importance of Institutional Shareholders
- II. Reasons for Having the Codes and Their Objectives/Goals
- III. Problems with Achieving the Codes’ Key Objective
- IV. Solutions to the Problems
- I. Comparative Law
- II. US Law
- III. German Law
- 3A Formal and Informal Power: Voting and Influence
- 3B Agency and the Interests of the Company
- 3C Controlling Shareholders
- 3D Institutional Shareholders
- 3E Comparative Law
- 3F Conclusion
- 4 Objections
- Part III The Mechanics of Imposing Duties
- Part IV Enforcement
- Part V Conclusion
- Book part
- Bibliography
- Index
3C - Controlling Shareholders
from 3 - Powers, Shareholders and Justifications for Duties
Published online by Cambridge University Press: 26 July 2019
Book contents
- Reviews
- A Case for Shareholders’ Fiduciary Duties in Common Law Asia
- International Corporate Law and Financial Market Regulation
- A Case for Shareholders’ Fiduciary Duties in Common Law Asia
- Copyright page
- Dedication
- Contents
- Figures
- Tables
- Acknowledgements
- Cases
- Legislation and Regulations
- Abbreviations
- Part I Introduction and Overview
- Part II Role of General Meeting and Shareholders
- 3 Powers, Shareholders and Justifications for Duties
- I. Formal Power: Voting
- II. Informal Power: Influence
- I. The General Meeting As a Co-Agent of the Company
- III. Interests of the Company
- I. Strategies for Regulating Extractions of Private Benefits of Control by Controlling Shareholders
- II. Conflicts of Interest and Extractions of Private Benefits of Control Not Regulated by the Law
- III. Justifications for Imposing Fiduciary Duties on Directors Should Also Apply to Controlling Shareholders
- I. Importance of Institutional Shareholders
- II. Reasons for Having the Codes and Their Objectives/Goals
- III. Problems with Achieving the Codes’ Key Objective
- IV. Solutions to the Problems
- I. Comparative Law
- II. US Law
- III. German Law
- 3A Formal and Informal Power: Voting and Influence
- 3B Agency and the Interests of the Company
- 3C Controlling Shareholders
- 3D Institutional Shareholders
- 3E Comparative Law
- 3F Conclusion
- 4 Objections
- Part III The Mechanics of Imposing Duties
- Part IV Enforcement
- Part V Conclusion
- Book part
- Bibliography
- Index
Summary
I argue that controlling shareholders should be subject to fiduciary duties by showing that the legal mechanisms are deficient; there are conflicts of interest involving controllers that remain unaddressed by the law; and the reasons for subjecting directors to duties apply to controllers.
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- A Case for Shareholders' Fiduciary Duties in Common Law Asia , pp. 205 - 272Publisher: Cambridge University PressPrint publication year: 2019