Common Challenges Facing Shareholder Suits in Europe and the United States

Abstract

Episodic and even sometimes systematic misbehavior by businessmen and corporate entities is ubiquitous. While Enron and WorldCom were the battle cries for corporate reform in the U.S. so it was with Ahold and Parmalat across Europe. No country is free of concern that company officers will misbehave thereby injuring investors, consumers and destroying shareholder value. Thus, this symposium issue collects the recent experiences across Europe in strengthening shareholder suits. Most recent legislative efforts in Europe, and hence the comments in the symposium, are focused on the derivative suit. Just as the American experience with class actions, reviewed separately in this symposium, is long and rich, it is also possible to draw upon the American experience to emphasize the challenges law reform faces on both sides of the Atlantic in energizing the derivative suit. The following addresses multiple themes that pervade the various articles exploring the derivative suit in Europe and hopefully provides a useful perspective drawn from the American experience with derivative suits.