The Research Handbook on Shareholders’ Inspection Rights is an edited collection which aims at providing the reader with an analysis of shareholders’ inspection rights across multiple jurisdictions and legal orders. The book comprises a collection of contributions on different cultural perceptions of shareholders’ rights. It focused on jurisdictions with a diversity of corporate forms, corporate institutional architecture and with sometimes widely opposed system of corporate governance. Company law in its nature remains quite centred on national law therefore, such thorough analysis of shareholders’ inspection rights in multiple jurisdictions is always a very helpful tool not only for academics specialised in company law but for every professional or student interested in this very important field.
The book is divided into distinctive parts based on the geographical allocation of the jurisdictions in question. This is helpful as the reader can study the details of each part of the world with clarity. Company law remains distinctively national because it is very closely linked with the dominant cultural values, the historical developments in each jurisdiction and the different perceptions of what a company is and what it should aim at; therefore, it is a by-product of the society in the context of which it evolves through time. This is why company law has resisted the unifying and harmonising forces of globalisation at least to an extent not seen in other fields of business law. In this context the approach adopted by the contributors and authors is indeed the appropriate one; they do not offer the reader a “dry” reading of the relevant law independent of the cultural and historical context within which it developed but they present, examine and analyse the relevant provisions in conjunction to the historical and cultural environment that nourished it. This makes the book both interesting to read and important for those readers who wish to enquire about the rationale behind the divergence and not just stay at the surface of the different laws around the world. Company law cannot be viewed as independent of the distinctive realities behind it, and the book presents the relevant empirical research to the reader with clarity and coherence. Since, companies are by definition a legal phenomenon of international reach and sometimes trans-border nature, the book adopts a comparative approach in examining the corporate phenomenon in multiple important jurisdictions. This helps the reader to perceive the company and its sub-aspects such as shareholders’ inspection rights as both an aspect of an international instrument – the company – but also as a part of law which is regulated in a divergent manner depending on the distinctive realities of the society within which the company evolved. By doing so, the authors do not focus exclusively on the technicalities of shareholders and their rights but also on the cultural, economic and in many ways societal background behind them. This is a sensible approach which offers the reader a multi-layer analysis of shareholders’ rights, which is inclusive of their cultural background. Divergence between the different national rules and perceptions are not only presented, but more importantly explained in their respective cultural contexts. This facilitates the understanding of the legal phenomenon that shareholders’ rights are; the nature and content of shareholders’ rights depend on the nature of the corporate phenomenon in each jurisdiction.
The first part of the book focuses on the very important and influential UK jurisdiction. This part examined in detail the history of corporate formation and shareholders’ rights in the UK. It examines the relevant law and case law in order to explain to the reader the process of formation of the rights currently in place. This helps the reader to acquire a full understanding not just of what the rights consist of at the moment but also of the roots of the current legal framework in history and law which is instrumental in understanding the rationale behind the current law. This is enlightening for everyone interested in company law and more specifically in shareholders’ rights. It constitutes research which does not limit itself to the basic parameters of the current provisions but research which goes into the depths of explaining the rationale behind their evolution towards their current form.
The second part of the book examined several jurisdictions in Europe; “continental Europe” in a more UK-friendly wording. The chapter on Belgium is quite interesting as the author offers an analysis of the relevant case law between the nineteenth century and now. The author explains how shareholders’ protection and rights evolved or stagnated throughout that period and the rationale behind both of them. The reader is informed about the means to exercise the relevant rights outside the traditional avenues as well as the challenges for exercising these rights stemming from Belgium-specific realities and challenges. The rights in question are linked with shareholders’ remedies which is quite interesting as remedies operate in different ways across Europe. Equally, the French chapter is enlightening as it offers an insight into these rights in the different forms of corporate organisation in the country. The inter-play between French company law and the French administrative procedure which can be quite complicated is presented to the reader with clarity. The same approach is adopted by the following chapter which focuses on Germany. The rights in question are examined within the angle of each corporate form existing in Germany. The rights are viewed within the context of the rather unique German corporate institutional architecture and they are examined in conjunction with the rights of other important actors such as the corporate management. The relevant law and case law are explained to the reader; that is important in comprehending the complex German corporate law realities. This is also the approach adopted by the chapters on Italy, Spain, the Netherlands and Scandinavia. At the end of the second part of the book the reader has a very clear idea of the rights in question, of their roots in the distinctive historical, cultural and legal realities in each of the aforementioned countries and of their current form as well as of their strengths and weaknesses. Therefore, it is safe to say that the book offers an in-depth analysis of the European legislative landscape on shareholders’ rights. It examines cases from national courts, the case law of the CJEU along with national law and the European initiatives on this matter. The detailed analysis of the complex environment within which companies sheds light to the balance between national case law and European union law. This is one of the most challenging aspects of company law as it requires an understanding of both national and European union law. For this reason, students in postgraduate company law or European commercial law courses, academics specialised in the aforementioned fields and professionals will find the analysis of the complex network of inter-related laws and doctrines essential for their understanding of shareholders’ rights.
The third and final parts of the book underline its cross-jurisdictional character. It is a collection of individual contributions on a variety of jurisdictions spread across three continents: the Americas, Asia and Australia. The authors continue on the same analytical path as the one adopted in the second part: they do not present the company or its shareholders merely as a technical or “legalistic” matter but, placed within the respective political and historical national background of each jurisdiction. The mosaic of different jurisdictions with their cultural, legal and conceptual conflicts is well explained; it is also instrumental in our understanding of the complexity of shareholders’ rights as a multi-dimensional phenomenon. For example, the authors put in focus the Delaware doctrines in order to enable the reader to understand the USA law and approach on this matter. The genesis of the relevant rights in the USA is explained to the reader and the relevant case law which reflects the dominant ideologies in the USA is examined in detail. The link between the dominant cultural principles that the Delaware doctrine embodies and the current regulation of the subject matter is highlighted and explained. This helps the reader to understand both the nature and the content of the current USA law on shareholders’ inspection rights. The current law and case law emanate on principles and doctrines which are well explained in the chapter. The section 220 of the Delaware General Corporation Law which functions as the golden standard of the USA law and the analysis of its evolution are indeed excellent and help every academic in company law as well as every student and professional in the field to get an in-depth understanding of the roots of the current legislative framework and tool box. The analysis is accompanied by tables and statistics which contribute to further clarifying the legislative landscape in the USA. The USA law in the subject matter is quite complex, yet the chapter manages to examine it with clarity, with emphasis on its roots and historical background and with clarity as to its links with the past and current policies in this matter. Due to their federal structure and multi-dimensional jurisdiction the USA present many challenges in exposing such matters but the book succeeds in being both clear and thorough at the same time. The book then moves on to cover important jurisdictions in America such as Canada, Colombia and Brazil in a similar manner as it did with its European counterparts. Namely by examining in detail the relevant laws and case law as well as the various corporate forms in place. The book succeeds in providing the reader with a clear idea of the legislative landscape in these countries too.
The same goes for the final part of the book which focuses on Australia and Asia. This part also includes jurisdictions with common law traditions such as Australia and civil law traditions such as Korea and Japan. As previously, the approach is the same in focusing on the distinctively national dominant principles which shaped the current legal framework on shareholders’ rights. The reader gets a clear idea of the dominant principles, the nature of regulation but also of the policy challenges in each one of these countries.
To sum up, the book is a collection of contributions penned by legal or policy experts who provide a substantive analysis of the field of shareholders’ inspection rights. It is a very coherent piece of work offering an in-depth analysis of the law, case-law and cultural background of the rights in question. It offers a notable contribution to the understanding of this important and complex area. The book is successful in its attempt to present a multi-layered yet coherent analysis of shareholders and their rights. It is an essential reading on the institutional architecture and trans-border nature of companies. Therefore, this book is highly recommended for anyone interested in this field as it is a powerful guide to the complex questions raised when examining shareholders’ rights.
Posted by Dr Marios Koutsias (Essex Law School, Senior Lecturer)
British Association of Comparative Law 