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

Written by leading scholars and judges in the field, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It explores 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. This Research Handbook will be an invaluable resource on this important topic for scholars, practitioners, judges and legislators.
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Javier Reyes

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Javier Reyes

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Javier Reyes

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Reframing Corporate Governance

Company Law Beyond Law and Economics

Javier Reyes

This stimulating book offers an astute analysis of corporate governance from both a historical and a philosophical point of view. Exploring how the modern corporation developed, from Ancient Rome and the Middle Ages up to the present day, Javier Reyes identifies the strengths and weaknesses of the mainstream theory of the firm as put forward by the law and economics school of thought.
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David Milman

This chapter details the circumstances under which an investor becomes a. These circumstances may vary considerably. The position with regard to the public issue of shares is explained. The rules relating to prospectuses and the Listing Rules are noted. The chapter highlights the applicable legal principles where shares in a private company are acquired through a share purchase agreement. The concepts of a rights issue and a scrip (or bonus) issue are distinguished. The position where the acquisition of shares may be tainted (for example where unlawful financial assistance has come into play) is described. Public policy issues relating to the acquisition of shares are considered. This chapter also includes a section on the motivation behind share acquisition.

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Dirk A. Zetzsche

The chapter begins by considering governance aspects of mutual funds in Ireland, a disproportionately important international jurisdiction for wealth management. It examines the variety of attributes that make Ireland an attractive domicile for funds and asset managers, including the country’s infrastructure, technology, and investment expertise, as well as its well-developed common law and legal system that provides parties with legal certainty. Ireland also offers a 12.5 percent corporate tax rate and no taxes on funds or investors. The chapter closes by considering the possible effects of Brexit arising from the large financial market across the Irish Sea.