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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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Behaviours

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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Conclusion

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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General introduction

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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What sanctions? General presentation

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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Case studies of cross-border insider trading and market manipulation

Investigating and Prosecuting Across Borders

Janet Austin

The cases of cross-border insider trading and market manipulation that have been pursued by securities regulators over the last 10 years fall within a number of broad categories. This chapter details some of the leading cases pursued by securities regulators in relation to each of these categories. In doing so, this reveals some of highly innovative ways in which securities regulators are detecting and investigating cross-border market abuse. It also demonstrates some of the significant challenges which securities regulators face going forward in their struggle to keep the markets free of market abuse.

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Conclusions and recommendations

Investigating and Prosecuting Across Borders

Janet Austin

This chapter is the conclusion and reflects upon the findings that flow from the previous chapters. It concludes that the analysis undertaken in the book reveals that the transformations to the securities markets in recent years do appear to have given rise to new avenues to engage in cross-border market manipulation and insider trading. In addition, it observes that securities regulators have taken some significant steps to improve their detection and investigative techniques and that they are steadily detecting more complex examples of these offences as a result. However, the author concludes ultimately that more can be done and as such makes some recommendations about how this might best be achieved.

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Janet Austin

This chapter defines what is meant by market integrity and market fairness, analyses how and why they were adopted as key goals of securities regulation, how they differ from other goals and describes how the elimination of insider trading and market manipulation is necessary to realize these goals. It summarizes the literature which demonstrates the importance of securities regulators taking enforcement action against those who contravene insider trading and market manipulation laws but, at the same time, reflects upon the significant challenges involved in detecting, investigating and prosecuting these offences and how these difficulties increase if the offence is not confined within one jurisdiction.

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Janet Austin

This chapter concisely sets out the enforcement powers of the principal securities regulators of Canada, United Kingdom, United States, Australia and Germany. From interviews by the author and material published by those regulators, it then examines how the transformation of the markets have altered the nature of cross-border insider trading and market manipulation, including the types of offences that are now proliferating. The chapter also details the way in which regulators detect, investigate and prosecute insider trading and market manipulation, how they are working with their counterparts in other countries in relation to this issue, and examines some of the challenges faced by them in this regard. Some strategies are suggested which might be adopted to further improve the detection, investigation and prosecution of cross-border insider trading and market manipulation.

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Janet Austin

This chapter closely examines the International Organization of Securities Commissions (IOSCO) including its history, structure, membership and how it has evolved to a positon of prominence as a global network of securities regulators. The other focus of the chapter is IOSCO’s Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (MMoU). It outlines how and why the MMoU was formulated, its terms and conditions and how it is being utilized by securities regulators during their investigations. This chapter also considers how the MMoU is being utilized by IOSCO in its efforts to move towards global convergence of securities regulation.