Shareholders’ Duties

Hanne S. Birkmose

2017년 1월 · Kluwer Law International B.V.

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It is often assumed that shareholders have rights, not duties. In recent years, however, this assumption has come under intense scrutiny in all aspects of company law and capital market law -legislation, the courts, soft law, and scholarship - and, in Europe especially, major changes are under way across a diverse spectrum all the way from revised contractual arrangements to mandatory statutory provisions. Such a shift has important implications for the fundamentals of European company law, and there is a need to examine shareholders' duties and to consider where this trend is taking shareholders and their stance in law. This focused collection of essays by twenty notable scholars addresses this complex subject from a highly informative and useful variety of perspectives.

Examining shareholders' duties along three axes - types of investee companies, types of shareholders, and types of business situations - the essays deal with such topics and issues as the following:

- shareholders' duties as reflections of the interests they are intended to safeguard; - shareholders' duties to society; - shareholders' disclosure obligations; - duties of parent companies; - institutional investor's fiduciary duty; - how regulatory duties constrain value-reducing forms of opportunism; - the state's continuing duties in the transformation of state-owned companies; - significant shareholders' duties in transactions with the company; and - powerful shareholders' duty not to abuse right.

Examining the implications of this shift in discourse - how shareholders' duties are coming to the fore under the impetus of legislation, legal doctrine, case law, and enforcement strategies - as well as its ideological underpinnings, this book offers a comprehensive and in-depth consideration of this rapidly developing field. It will prove of inestimable value not only to policymakers and academics, but also to investors and practitioners committed to creating conditions favourable to sustainable economic growth and responsible business behaviour.

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Hanne S. Birkmose took her PhD in Law at the Aarhus School of Business in 2003. In 2016, she was appointed professor at the Department of Law, Aarhus University. Her research areas include Company Law - in particular International Company Law and EU Company Law - and Corporate Governance, and she has written several national and international articles within these areas. She is also the author of books on UCITS and Alternative Investment Funds in Denmark. Recently, she has mainly worked with shareholder activism and the role of institutional shareholders. In 2014, she received a three-year research grant from the Danish Independent Research Council for a project on 'Shareholders' Duties'. Hanne Søndergaard Birkmose is a member of the ECGI (European Corporate Governance Institute, Brussels), the Nordic Company Law Network and the Nordic Corporate Governance Network.