Description
Book SynopsisShareholder 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.
Trade Review‘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
Table of ContentsContents: 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
