Protection of minorities; employee participation; directors' duties: analysis and reform

Abstract

The object of this thesis is to present an account of selected controversial aspects of English company law concerning protection of minorities, employee participation, and directors ' duties , make critical evaluations of existing law and to propose reform. Various ways of enforcement by minority shareholders of their rights in the company are first examined, analysed and criticised with the conclusion that although recently there has been a greater readiness on the part of the courts to intervene to correct abuse o f majority power and u n fairness, there is still a need for greater protection for minority share holders. Reform is then proposed in respect of the newly improved " alternative remedy" including introduction of contingent fee system. Next, the pressures for and arguments of employee participation are examined. Bullock's proposals and various choices are then discussed and various ways of employee participation in different countries are compared. It is concluded that employee participation should be introduced. The impact of employee participation on directors' duties and other aspects is then examined.Finally some areas in the field of directors' duties which have been subjects of debates or which have caused some difficulties are examined and it is concluded that roughly directors' duties of loyalty are very strict whereas their duties of care diligence and skill are quite lax and with some in consistencies in their duties of care and diligence. It is then proposed that the law should classify limited companies in to three groups with separate standards of directors' duties and that in the case of the largest group of companies there should be an evolution of managerial profession with the exception of employee directors and a watching committee be set up Proposals for better enforcement of directors' duties are also discussed.