Chapter 8: Shareholders' litigation
As noted in the previous chapter, shareholders have now gained avenues under the Company Law to protect their rights and enforce duties of the management (including the directors, supervisors, and senior executives) through administrative actions, criminal prosecution, or civil litigation. The first two punish the wrongdoer, but generally do not provide compensation to the harmed shareholders. Civil litigation, known as private enforcement, enables shareholders to sue the wrongdoer before a court of law to seek damages. From a macro perspective, private enforcement appears to be more efficient and provide a more effective deterrent to violations of shareholders' rights. La Porta, Lopez-de-Silanes, and Shleifer (2006) also found that, by examining the securities laws of 49 countries, private enforcement is more positively correlated to financial development than public enforcement. For example, in relation to equity offerings, '[p]ublic enforcement plays a modest role at best in the development of stock markets. In contrast, the development of stock markets is strongly associated with extensive disclosure requirements and a relatively low burden of proof on investors seeking to recover damages resulting from omissions of materials information from the prospectus'. One may certainly hold a different view about the macro impact of this, but one thing is clear from the shareholders' perspective: private enforcement - and probably only private enforcement - may help them and the company recover the losses suffered. By contrast, fines associated with administrative and criminal liabilities, no matter how large the amount, go to the state rather than the shareholders or the company.
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