The Enforcement of Directors’ Duties

J. E. Parkinson

in Corporate Power and Responsibility

Published in print April 1995 | ISBN: 9780198259893
Published online March 2012 | e-ISBN: 9780191682018 | DOI:

Series: Clarendon Paperbacks

The Enforcement of Directors’ Duties

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This chapter emphasizes the obstacles to enforcement that are created by the continuing dominance of the principle of majority rule, and more fundamentally, the limitations of a system of enforcement that is largely dependent on shareholder action. It is noted that the implementation of the Fifth Directive proposals or a liberal approach to sections 459–61 would considerably improve the ability of minority shareholders to enforce management duties. The underlying problem of the lack of an incentive to bring proceedings would however remain.

Keywords: directors' duties; enforcement; incentive; Directive proposals; liberal approach; management duties

Chapter.  12533 words. 

Subjects: Company and Commercial Law

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