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This chapter examines more recent attempts to get UK companies to focus on corporate governance, including the Walker Guidelines, the AIFMD, the new Section 172 statement and the Wates Code (and related disclosure requirements).It includes an evaluation of the extent to which, and the ways in which, private equity governance systems might have to change to accommodate these new norms.
This chapter first considers the basic structure of company law, and then looks at private equity structures in light of UK rules that prioritise the interests of the company over those of particular shareholders or their appointed director representatives.In particular, it considers the duty to promote the success of the company and the duty to exercise independent judgment – both applicable to company directors in UK law on an apparently mandatory basis.It considers some contractual responses to these rules, including some that are not currently commonly adopted.
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