Corporate governance and statutory derivative actions : comparative approach to shareholder litigation / by Lang Thai.

Abingdon, Oxfordshire : Routledge, 2024.

1st edition

201747

Stockholders' derivative actions -- Australia.

Stockholders -- Legal status, Laws etc. -- Australia.

Good faith (law) -- Australia.

Corporate governance -- Law and legislation -- Australia.

Stockholders' derivative actions -- Australia.

Stockholders -- Legal status, Laws etc. -- Australia.

Chapter 1 Introduction

1.1 Meaning of statutory derivative action and its importance

1.2 The great public/private enforcement debate

1.3 Transformation from common law derivative action to statutory derivative action

1.4 Aims of the book and research questions

1.5 Importance of this research

1.6 Method, approach, scope and limitations

1.7 Structure of the book

Chapter 2 The need for statutory derivative action and its current problems

2.1 Introduction

2.2 Statutory derivative action as a shareholder remedy

2.3 Reasons for the abolition of the common law derivative action

2.4 To what extent has the SDA eliminated the common law problems?

2.5 Conclusion

Chapter 3 An empirical study of the statutory derivative action in Australia

3.1 Introduction

3.2 Background

3.3 Empirical study of the Australian SDA

3.4 Brief analysis of the results

3.5 Conclusion

Chapter 4 Rethinking the "good faith" requirement in statutory derivative action

4.1 Introduction

4.2 Meaning of "good faith"

4.3 Judicial approaches to good faith

4.4 Is inclusion of good faith necessary in the statutory derivative action?

4.5 Good faith in other jurisdictions

4.6 Conclusion

Chapter 5 The "best interests of the company" requirement in statutory derivative action: Is there a need for amendment?

5.1 Introduction

5.2 Ambiguity in section 237(2)(c)

5.3 Factors relevant for considering what is "in the best interests of the company"

5.4 Further reasons for supporting amendment to s.237(2)(c)

5.5 Where to from here?

5.6 Conclusion

Chapter 6 Uncertainty in the recovery of costs

6.1 Introduction

6.2 Problems with the current costs provision

6.3 Possible explanations why the courts require the applicant to pay

6.4 Reasons in support of costs indemnities for the applicant

6.5 Suggestions for law reform

6.6 Conclusion

Chapter 7 Inspection of company books and other factors affecting the use of SDA

7.1 Introduction

7.2 Limited access to company information

7.3 Availability of oppression action?

7.4 Availability of funded shareholder class action

7.5 Conclusion

Chapter 8 Summary and conclusion

8.1 Introduction

8.2 Answers to the research question

8.3 Areas for future research

8.4 Concluding remarks

Appendix A: Australia

Appendix B: New Zealand

Appendix C: Singapore

Appendix D: Canada

Appendix E: British Columbia

Appendix F: The United Kingdom.

This book is the first comprehensive study of the statutory derivative action in Australia, using the Australian model as a reference point and comparing it with the United Kingdom, Canada, Singapore, New Zealand, Hong Kong and USA counterparts. The book includes an empirical study covering over a 20-year period from the date the statutory framework came into operation, coupled with extensive case law analysis and comparisons with other jurisdictions. It informs the world about the uniqueness of Australia’s statutory derivative action, and what other countries can learn from it as shareholder protection and promotion of good corporate governance. While some countries have statutory derivative action, there are still countries that do not have the statutory framework that are considering introducing it into their corporate law. This book is also useful for countries that already have their local variants of the statutory derivative action that are considering revising their existing provisions. This book provides insights and suggestions for lawmakers, judges, litigation practitioners and corporate law and litigation researchers worldwide in reforming their existing model. - Publisher's website.

Includes bibliographical references and index.

9781032553115

xxix, 284 pages ; 25 cm