Introduction

Abstract

Abstract This monograph is concerned with one of company law's most thorny aspects: the derivative action. The derivative action is the route by which shareholders — usually minority shareholders — are able to enforce the company's rights where directors have breached their duties. Derivative actions are an important aspect of the continuing debate about corporate governance in the UK, the US, and many other jurisdictions worldwide. The theoretical inquiry advanced in this book is predicated on five interrelated suppositions. The book conceptualizes these underlying themes in an effort to move and extend the discussion on derivative actions beyond its current scope, and in particular, to these areas which are traditionally overlooked. It provides a fundamental reassessment of the nature and objectives of the derivative action, and conceptualizes a new model of the derivative action mechanism.