Edited by Hanne S. Birkmose and Konstantinos Sergakis
Chapter 2: Legal and economic rationales for shareholder duties and their enforcement
As shareholder activism influences corporate decision making more and more, the question of whether shareholders, particularly those with a controlling interest, should owe fiduciary duties to other shareholders has become an increasingly conspicuous one in corporate law. The law is certain that directors and senior managers owe a duty of loyalty to the corporation but it remains unsettled regarding duties between the shareholders themselves. This chapter focuses on the duties among shareholders inter se and considers when, if ever, such a fiduciary duty is appropriate.
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