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The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
In the sixty years since the Committee on Corporate Laws (Committee) promulgated the Model Business Corporation Act (MBCA), there have been significant changes in corporate law and corporate governance. One such change has been an increase in shareholder activism aimed at enhancing shareholders’ voting power and influence over corporate affairs. Such increased shareholder activism (along with its potential for increase in shareholder power) has sparked considerable debate. Advocates of increasing shareholder power insist that augmenting shareholders’ voting rights and influence over corporate affairs is vital not only for ensuring board and managerial accountability, but also for curbing fraud and other …
Pathway To Minority Shareholder Protection: Derivative Actions In The People's Republic Of China, Donald C. Clarke
Pathway To Minority Shareholder Protection: Derivative Actions In The People's Republic Of China, Donald C. Clarke
GW Law Faculty Publications & Other Works
Using a dataset of Chinese judicial opinions arising in over fifty cases, this paper analyses the development and current implementation of shareholder derivative actions in the courts of the People’s Republic of China (“PRC”), both before and after the derivative lawsuit was explicitly authorized in the PRC’s 2006 Company Law effective January 1, 2006. In addition, we describe the very unique ecology of enterprise organization and corporate governance in modern China, and critique the formal design of the derivative action and offer reform suggestions.
We find the design of the Chinese derivative lawsuit to be, in some respects, innovative and …