SHAREHOLDER RIGHTS IN BRITAIN

Abstract

This article examines the historical, doctrinal and theoretical bases of shareholder rights in British company law. These rights are, and always have been, essentially the product of private bargains, subjected to regulation of various explicit and implicit forms. This legal framework has significant normative advantages: it facilitates the development of innovative and efficient corporate structures. That is demonstrated through empirical evidence and examples from British corporate practice. One key example is how so-called ‘indirect investors’ in a company – the large and economically significant group of people who invest in a company through intermediaries such as nominees and depositaries – can be accommodated within the governance structure of the company, even though they are not themselves shareholders in the company and so are not directly party to its internal governance mechanisms. With this domestic legal background in mind, the article finally addresses and assesses the impact and effect of the proposed EU Shareholder Rights Directive on British company law and practice.