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Directors’ Duties and Shareholder Litigation in the Wake of the Financial Crisis

Edited by Joan Loughrey, Director, Centre for Business Law and Practice, School of Law, University of Leeds, UK
The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties to their institutions. This book assesses whether the law relating to directors’ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006.
Extent: 272 pp
Hardback Price: $128.00 Web: $115.20
Publication Date: 2013
ISBN: 978 0 85793 965 4
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  • Business and Management
  • Corporate Social Responsibility
The financial crisis revealed failings at board level at many financial institutions. But despite calls for bank boards to be held to account, there has been a remarkable paucity of litigation against bank directors for breach of their duties to their institutions. This book assesses whether the law relating to directors’ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006.

With contributions from leading academics and practitioners, the book examines the director’s duty of care and skill, the s.172 duty, reporting obligations under s.417 of the Companies Act 2006, and shareholder litigation including the derivative action, and just and equitable winding up. It concludes that neither the common law nor the statutory duties and derivative action under the Companies Act 2006 function effectively to hold directors to account and analyses why this is so.

This detailed book will appeal to academics in company law and corporate governance as well as commercial law practitioners, particularly those who specialize in company litigation.
‘This book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? Loughrey’s and her contributors’ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.’
– Randall Thomas, Vanderbilt Law School, US
Contributors: F. Akinbami, A. Campbell, R. Hollington, A. Keay, J. Loughrey, R. Tomasic, C. Villiers
Contents:

Introduction
Joan Loughrey

1. The Director’s Duty of Care and Skill and the Financial Crisis
Joan Loughrey

2. The Duty to Promote the Success of the Company: Is it Fit for Purpose in a Post-financial Crisis World?
Andrew Keay

3. Narrative Reporting and Enlightened Shareholder Value Under the Companies Act 2006
Charlotte Villiers

4. Think Again: How Good Leaders Can Avoid Bad Decisions
Andrew Campbell

5. Shareholder Activism and Litigation Against UK Banks – the Limits of Company Law and the Desperate Resort to Human Rights Claims?
Roman Tomasic and Folarin Akinbami

6. Recent Cases on the Winding-up of Hedge Funds on Treasure Islands
Robin Hollington

7. An Assessment of the Present State of Statutory Derivative Proceedings
Andrew Keay and Joan Loughrey

8. Directors’ Duties and Shareholder Litigation: The Practical Perspective
Joan Loughrey

Conclusion
Joan Loughrey

Index