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Edited by Sean Griffith, Jessica Erickson, David H. Webber and Verity Winship

Shareholder litigation—primarily representative litigation on behalf of all stockholders of a corporation—has proliferated globally. Shareholder litigation has long been part of the corporate landscape in the United States, where shareholders can challenge nearly any corporate decision. The scope of shareholder suits, however, has been kept largely in check by a set of substantive and procedural rules. But in recent years these suits have proliferated as shareholders have taken advantage of innovative tactics and new doctrines. Moreover, shareholder litigation has begun to spread to jurisdictions other than the US, where it has taken on new forms. This research handbook provides a modernday survey of the state of shareholder litigation and offers empirical evidence of how these suits have developed. Its chapters provide indepth analyses of the forms of shareholder litigation, including securities class actions, merger litigation, derivative suits, and appraisal litigation. Through its examination of these different types of litigation, the book details some of the advantages and disadvantages of shareholder litigation. It explores such issues as the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosureonly settlements, and the rise of institutional investors. It also surveys how related issues are addressed across the globe, with examinations of shareholder litigation in the United States, Canada, the United Kingdom, the European Union, Israel, and China.

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General introduction

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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Edited by Alice de Jonge and Roman Tomasic

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Edited by Alice de Jonge and Roman Tomasic

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Alice de Jonge

This chapter begins by introducing the history of the modern TNC since the founding of the United Nations in 1945. Part 2 is then devoted to charting the gradual evolution of regulatory norms aimed at shaping TNC behaviour – norms which have taken shape at corporate level, at industry sector level, at national level and in international forums. Finally, Part 3 highlights three recent developments with important implications for the future direction of the TNC in global society – the drafting of a new instrument on TNCs and human rights, the move towards taxation accountability for TNCs indicated in the OECD’s BEPS initiatives, and the ‘carving out’ of areas of national policy, including environment and health, to protect them from challenge under the ISDS provisions of the recently agreed TPP. Three themes are identified in the evolution of the modern concept of corporate social responsibility, and thus of the modern TNC – an evolving acceptance of increased transparency; an evolving acceptance of increased levels of accountability; and a move towards greater availability of effective remedies for individuals and groups detrimentally impacted by TNC behaviour.

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Bo Xie

Chapter 1 deals with the concept of and approaches to ‘corporate rescue’ and examines the theoretical debate on the goals of insolvency law and corporate rescue, and how those various and sometimes competing goals could be effectively served. It further considers the advantages of the pre-pack approach in corporate rescue and questions whether this pragmatic approach to rescue is capable of accommodating different goals in corporate rescue, in the absence of an agreed working standard against which to measure these goals.
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Claire A. Hill and Brett H. McDonnell

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Zenichi Shishido, Munetaka Fukuda and Masato Umetani

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Zenichi Shishido, Munetaka Fukuda and Masato Umetani