University College London Law Legal Studies
Research Paper No. 09-02
Derivative Claims Under the Companies Act
2006: Much Ado About Nothing?
Arad Reisberg
University College London – Faculty of Laws
Electronic copy available at: https://ssrn.com/abstract=1092629
https://www.51lunwen.org/StudentPapers.htmlDerivative Claims under the Companies Act 2006:
Much Ado About Nothing?
ARAD REISBERG
In J Armour & J Payne (eds), Rationality in
company law:
Essays in Honour of D D Prentice
(Hart Publishing, 2008)
May 2008
This paper can be downloaded without charge from the
Social
Science Research Network electronic library at:
https://ssrn.com/abstract =1092629
Electronic copy available at: https://ssrn.com/abstract=1092629
Derivative Claims under the Companies Act 2006:
Much Ado About Nothing?
ARAD REISBERG!
I. INTRODUCTION
This Paper analyses recent reforms of the derivative claim in the UK. The genesis of the
reforms in this area can be traced back to the period between 1995 and 1997 when theEnglish Law Commission conducted an extensive inquiry into shareholder remedies.1 Thesereforms have been further appraised and amplified through the deliberations of the CompanyLaw Review Steering Group between 1998 and 2001.2 It was then endorsed by theGovernment3 and finally implemented by the Companies Act 2006,4 not before being
modified at almost each stage of its passage.!This paper draws on ch 4 of my book, Derivative Actions and
Corporate Governance: Theory and Operation
(Oxford University Press, 2007). This book grew out of a doctoral
thesis I completed at Oxford Universityduring the summer of 2005 under Dan’s supervision. Dan has been unfailingly generous with his time andindispensable assistance. Quite apart from Dan's willingness to talk openly and at length (very often on issueswhich had very little to do with the subject of the thesis!), his supervision, friendship, humour, and infinitepatience cannot be overstated. I had also the good fortune of being his research assistant between 2001 and2005. I have learned immensely from this experience, particularly through the work on several editions of Chittyon Contracts. Thanks are due to John Lowry and Nick Gould for their insightful comments on earlier drafts ofthis paper. I am also grateful to participants at Staff Seminars on the subject of this paper held on 28 November2007 at UCL Faculty of Laws and on 2 January 2008 at Ono Academic College Israel, for comments. The usualdisclaimers apply.
1 Law Commission Shareholder Remedies (Consultation Paper No 142, 1996) (hereafter ‘Consultation Paper’);
Law Commission Shareholder Remedies (Law Com Report No 246, 1997) (hereafter ‘Report’).
2 See especially Company Law Review Steering Group, ‘Modern Company Law for a Competitive Economy:
Final Report’ (July 2001) URN 01/942 (CLR Final Report) at paras 7.46–7.51.
3 See especially Department for Trade and Industry, ‘Modernising Company Law’ (White Paper) (Cm 5553-I,
2002) (which was surprisingly reticent on the matter) and Department for Trade and Industry, ‘Company Law
Reform’ (White Paper) (Cm 6456, 2005), para. 3.4.
4 Following the Company Law Reform HL Bill (2005) 34. It was renamed the Companies Bill on 20 July 2006.
It received Royal Assent on 8 November 2006.
Electronic copy available at: https://ssrn.com/abstract=1092629
Recent reforms and modernisation of company law is part of a drive to facilitate
enter
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