A Case for Shareholders' Fiduciary Duties in Common Law Asia

Reconceptualises the general meeting, controlling shareholders and institutional investors as fiduciaries in four leading common law Asian jurisdictions.

Ernest Lim (Author)

9781009044479, Cambridge University Press

Paperback / softback, published 10 June 2021

654 pages, 5 b/w illus. 8 tables
23 x 15 x 3.5 cm, 0.953 kg

'In his elegant study, Professor Lim points to important contemporary differences in the legal culture of businesses and their regulation between the Asian common law jurisdictions on the one hand and the United Kingdom (UK) on the other … Professor Lim's excellent study also points to important contemporary differences in the legal culture of businesses between the Asian common law jurisdictions … Overall, this is a learned, innovative, and well-written study that should be invaluable for many scholars, including in particular all those working on corporate law issues, and comparative law scholars more generally.' Michael Palmer, Journal of Comparative Law

This book reconceptualises the role of the general meeting and shareholders in the listed companies in four leading common law jurisdictions in Asia (Singapore, Hong Kong, India and Malaysia) as one that should include fiduciary duties. It demonstrates why, when, by whom and how fiduciary duties should be imposed and how they could be enforced. In so doing, it refutes the long-standing common law rule that shareholders can generally vote as they please. The book advances the debate on a central notion of corporate law, namely, the interests of the company. It addresses the deficiencies in the law regulating conflicts of interest involving controlling shareholders and institutional shareholders and provides solutions to the problem of activist and passive minority institutional investors. This book challenges us to rethink the meaning and implementation of the long-term success of the company and shows how corporate governance should and could be made.

Part I. Introduction and Overview: 1. Introduction
2. Common law jurisdictions in Asia: an overview
Part II. Role of General Meeting and Shareholders: 3. Powers, shareholders and justifications for duties
4. Objections
Part III. The Mechanics of Imposing Duties: 5. 'What', 'whom', 'when', 'who' and 'how'
Part IV. Enforcement: 6. Enforcement
Part V. Conclusion: 7. Concluding remarks.

Subject Areas: Company law [LNCD], Company, commercial & competition law [LNC], Comparative law [LAM], Law [L], Corporate governance [KJR]