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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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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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What sanctions? General presentation

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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General introduction

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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Corporate Social Responsibility

Perspectives for Sustainable Corporate Governance

Catherine Malecki

Corporate social responsibility (CSR) is setting new missions for companies and shining a welcome light on issues such as the behaviour of board members, shared value, the well-being of stakeholders, the protection of vulnerable individuals and the roles played by public opinion and shareholders. This timely book seeks to lay the foundations for a sustainable corporate governance based on the European Commission definition of CSR as ‘the responsibility of enterprises for their impacts on society’. More generally, this sustainable corporate governance responds to some of the pressing challenges of the 21st century, from sustainable finance and climate change to carbon reduction and population growth.
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Conclusion

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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Behaviours

Perspectives for Sustainable Corporate Governance

Catherine Malecki

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Janet Austin

This chapter surveys the changes that have taken place in securities markets and in relation to securities market trading over the last two decades and the risks to market integrity inherent in these changes. It considers why these changes occurred and how they may have impacted upon opportunities to engage in insider trading and market manipulation. It also considers the challenges these changes have caused for securities regulators in terms of the detection, investigation and prosecution of market manipulation and insider trading which crosses borders. Finally, this chapter examines the regulatory responses of specific governments to the changes and how these new laws may deter insider trading and market manipulation as well as assist regulators in their efforts to detect, investigate and prosecute these offences.

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The role of IOSCO going forward

Investigating and Prosecuting Across Borders

Janet Austin

This chapter reflects upon how IOSCO might further build upon the success of its Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (MMoU) as well as potential challenges that may arise with respect to the MMoU moving forward. This chapter also considers IOSCO’s new Enhanced Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (EMMoU). In addition, this chapter suggests other ways in which IOSCO might further assist in coordinating the activities of securities regulators in terms of tackling cross-border insider trading and market manipulation by way of specific policies and/or systems that could be developed. It also considers whether such systems could be utilized by IOSCO as a lever to work towards the convergence of securities regulation around the world.

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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.