No Derivative Shareholder Suits in Europe: A Model of Percentage Limits and Collusion
5 Pages Posted: 19 Mar 2011 Last revised: 12 Mar 2014
There are 3 versions of this paper
No Derivative Shareholder Suits in Europe - A Model of Percentage Limits, Collusion and Residual Owners
No Derivative Shareholder Suits in Europe: A Model of Percentage Limits and Collusion
No Derivative Shareholder Suits in Europe - A Model of Percentage Limits and Collusion
Date Written: May 12, 2010
Abstract
We address one of the cardinal puzzles of European corporate law: the lack of derivate shareholder suits. We explain this phenomenon on the basis of percentage limits which require shareholders to hold a minimum amount of shares in order to bring a law suit. We show that, under this legal regime, managers will collude with large shareholders by means of settlements or bribes that impose a negative externality on small shareholders. Contrary to conventional agency models, we find that large shareholders do not monitor the management; as a consequence, there is no free riding opportunity for small shareholders.
Keywords: Derivative shareholdersuits, Percentage limits, Collusion, Monitoring, Free Riding
JEL Classification: K22, K42, G30
Suggested Citation: Suggested Citation
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