Hardback
Research Handbook on Shareholder Inspection Rights
A Comparative Perspective
9781800377738 Edward Elgar Publishing
Shareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection.
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Critical Acclaim
Contributors
Contents
More Information
Shareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection rights across 19 different jurisdictions representing five continents.
Themes emerging from the study include the historical evolution of inspection rights, the statutory design of the inspection regime, how inspection rights interact with disclosure norms under securities regulation, and the manner in which inspection rights are actually utilized by shareholders. While there is some commonality among jurisdictions, the larger story is one of divergence, which is understandable since local needs tend to drive the design and operation of the regime.
The Research Handbook on Shareholder Inspection Rights is invaluable to academics, scholars, and students working in the area of corporate law and governance, legal practitioners working in corporate law and, in particular, shareholder litigation and regulators and government bodies overseeing the corporate sector, including corporate and securities regulators.
Themes emerging from the study include the historical evolution of inspection rights, the statutory design of the inspection regime, how inspection rights interact with disclosure norms under securities regulation, and the manner in which inspection rights are actually utilized by shareholders. While there is some commonality among jurisdictions, the larger story is one of divergence, which is understandable since local needs tend to drive the design and operation of the regime.
The Research Handbook on Shareholder Inspection Rights is invaluable to academics, scholars, and students working in the area of corporate law and governance, legal practitioners working in corporate law and, in particular, shareholder litigation and regulators and government bodies overseeing the corporate sector, including corporate and securities regulators.
Critical Acclaim
‘The book is a collection of contributions penned by legal or policy experts who provide a substantive analysis of the field of shareholders’ inspection rights. It is a very coherent piece of work offering an in-depth analysis of the law, case-law and cultural background of the rights in question. It offers a notable contribution to the understanding of this important and complex area. The book is successful in its attempt to present a multi-layered yet coherent analysis of shareholders and their rights. It is an essential reading on the institutional architecture and trans-border nature of companies. Therefore, this book is highly recommended for anyone interested in this field as it is a powerful guide to the complex questions raised when examining shareholders’ rights.’
– Marios Koutsias, BACL blog (British Association of Comparative Law)
‘This volume brings together experts from around the world to undertake the first systematic comparative analysis of shareholder inspection rights, which are an important element in corporate governance and shareholder litigation. Given the increase in shareholder participation, stewardship and activism globally, the volume is of immense relevance to scholars and practitioners of corporate law and governance.’
– GUO Li, Peking University Law School, China
– Marios Koutsias, BACL blog (British Association of Comparative Law)
‘This volume brings together experts from around the world to undertake the first systematic comparative analysis of shareholder inspection rights, which are an important element in corporate governance and shareholder litigation. Given the increase in shareholder participation, stewardship and activism globally, the volume is of immense relevance to scholars and practitioners of corporate law and governance.’
– GUO Li, Peking University Law School, China
Contributors
Contributors include: Jan Andersson, Tim Bowley, Pierre-Henri Conac, James D. Cox, Hans De Wulf, David C. Donald, Paolo Giudici, Marcelo Godke Veiga, Gen Goto, María Gutiérrez Urtiaga, Brenda Hannigan, Jonathan Hardman, Jennifer G. Hill, Robin Hui Huang, Neha Joshi, Kon Sik Kim, Kenneth J. Martin, Peter Molk, Dan W. Puchniak, Poonam Puri, Francisco Reyes Villamizar, Maribel Sáez Lacave, Samantha Tang, Christoph Teichmann, Randall S. Thomas, Christoph Van der Elst, Umakanth Varottil, Marcelo Vieira von Adamek
Contents
Contents:
1 Introduction to the Research Handbook on Shareholder Inspection Rights 1
Randall S. Thomas, Paolo Giudici and Umakanth Varottil
PART I THE UNITED KINGDOM
2 United Kingdom historical viewpoint 20
Jonathan Hardman
3 Shareholder Inspection Rights in the UK: hotchpotch provision and
information deficits 40
Brenda Hannigan
PART II CONTINENTAL EUROPE
4 Shareholder inspection rights in Belgium: unpopular or unnecessary? 70
Hans De Wulf
5 Shareholders’ inspection and investigation rights in France 100
Pierre-Henri Conac
6 Information rights of shareholders in German company law 121
Christoph Teichmann
7 Inspection rights in Italy 140
Paolo Giudici
8 Inspection rights in Spain 150
María Gutiérrez Urtiaga and Maribel Sáez Lacave
9 Shareholder inspection rights in Sweden and the Nordic Countries 171
Jan Andersson
10 Right of information and right of inspection in the Netherlands 186
Christoph Van der Elst
PART III THE AMERICAS
11 The paradox of Delaware’s “Tools at Hand” Doctrine: an empirical
investigation 205
James D. Cox, Kenneth J. Martin, and Randall S. Thomas
12 Addendum: recent developments in the “tools at hand” doctrine 249
James D. Cox and Randall S. Thomas
13 Alternative entity inspection rights 258
Peter Molk
14 Shareholder investigation rights in Canada: a balancing of competing interests 272
Poonam Puri
15 Shareholders’ inspection rights in Colombia 289
Francisco Reyes Villamizar
16 Inspection rights and the Brazilian Law of Corporations 307
Marcelo Godke Veiga and Marcelo Vieira von Adamek
PART IV ASIA AND AUSTRALIA
17 Shareholder inspection rights in Australia: then and now 323
Tim Bowley and Jennifer G. Hill
18 Shareholder inspection rights in China: law and practice 343
Robin Hui Huang
19 Over-disclosure in Hong Kong? The role of shareholder inspection
rights in a competitive IFC 361
David C. Donald
20 Shareholder inspection rights in India: restricted scope and diminished effect 377
Umakanth Varottil and Neha Joshi
21 Shareholder inspection rights in Japan: a segmented multiple-track approach 396
Gen Goto
22 Shareholder inspection rights in Korea: law and practice from
a comparative perspective 412
Kon Sik Kim
23 Limited shareholder inspection rights in Singapore: worrying legal gap
or unnecessary for rankings? 430
Dan W. Puchniak and Samantha S. Tang
Index
1 Introduction to the Research Handbook on Shareholder Inspection Rights 1
Randall S. Thomas, Paolo Giudici and Umakanth Varottil
PART I THE UNITED KINGDOM
2 United Kingdom historical viewpoint 20
Jonathan Hardman
3 Shareholder Inspection Rights in the UK: hotchpotch provision and
information deficits 40
Brenda Hannigan
PART II CONTINENTAL EUROPE
4 Shareholder inspection rights in Belgium: unpopular or unnecessary? 70
Hans De Wulf
5 Shareholders’ inspection and investigation rights in France 100
Pierre-Henri Conac
6 Information rights of shareholders in German company law 121
Christoph Teichmann
7 Inspection rights in Italy 140
Paolo Giudici
8 Inspection rights in Spain 150
María Gutiérrez Urtiaga and Maribel Sáez Lacave
9 Shareholder inspection rights in Sweden and the Nordic Countries 171
Jan Andersson
10 Right of information and right of inspection in the Netherlands 186
Christoph Van der Elst
PART III THE AMERICAS
11 The paradox of Delaware’s “Tools at Hand” Doctrine: an empirical
investigation 205
James D. Cox, Kenneth J. Martin, and Randall S. Thomas
12 Addendum: recent developments in the “tools at hand” doctrine 249
James D. Cox and Randall S. Thomas
13 Alternative entity inspection rights 258
Peter Molk
14 Shareholder investigation rights in Canada: a balancing of competing interests 272
Poonam Puri
15 Shareholders’ inspection rights in Colombia 289
Francisco Reyes Villamizar
16 Inspection rights and the Brazilian Law of Corporations 307
Marcelo Godke Veiga and Marcelo Vieira von Adamek
PART IV ASIA AND AUSTRALIA
17 Shareholder inspection rights in Australia: then and now 323
Tim Bowley and Jennifer G. Hill
18 Shareholder inspection rights in China: law and practice 343
Robin Hui Huang
19 Over-disclosure in Hong Kong? The role of shareholder inspection
rights in a competitive IFC 361
David C. Donald
20 Shareholder inspection rights in India: restricted scope and diminished effect 377
Umakanth Varottil and Neha Joshi
21 Shareholder inspection rights in Japan: a segmented multiple-track approach 396
Gen Goto
22 Shareholder inspection rights in Korea: law and practice from
a comparative perspective 412
Kon Sik Kim
23 Limited shareholder inspection rights in Singapore: worrying legal gap
or unnecessary for rankings? 430
Dan W. Puchniak and Samantha S. Tang
Index
