Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.
The Responsible Shareholder argues that when companies cause harm to the environment, inflict injury on workers, or commit financial fraud, it is not just the actions of the directors, managers, advisers or regulators that should be scrutinized. Instead of consigning shareholders to a passive or marginal role in the drive for greater corporate responsibility, this book recommends that it is time to hold this key constituency in the company decision-making structure accountable.
Comparative and interdisciplinary, this book will be a key resource for students and scholars of corporate law and governance, business law and insolvency law. It will also be of value to company law policy makers, corporate interest groups and think tanks engaged in corporate law reform.
'This is a rigorous and scholarly book that seeks to (re)invigorate shareholders as actors capable of exercising power and influence in the corporation beyond simple concerns with the amount of their dividend or the price of their stock. Responsibility is the counterpoint to receiving benefits from the corporation in Bottomley's analysis. Shareholders should (and he does not rule out compulsion) be encouraged to engage with corporate purpose and corporate decision-making. This engagement will increase trust and confidence in the corporation both externally and internally.'
– Sally Wheeler, Australian National University, Australia
'Shareholders throughout the world are increasingly flexing their muscles to keep companies focused on shareholder interest. But what should companies — and society — expect from shareholders? This is a question largely missing from the conventional understanding of corporations, which treats shareholders as beneficiaries of obligations but holders of none. Bottomley draws on a brilliant career's worth of serious study to highlight the importance of the question and to develop persuasive answers.'
– Kent Greenfield, Boston College Law School, US
'Stephen Bottomley has written a serious and thoughtful book which attempts to find solutions to some of the problems we face with corporate governance by treating shareholders as responsible agents and identifying ways of promoting greater shareholder responsibility which do not rely on top-down prescription. It represents a considered, reflective and practical engagement with important issues by someone who knows the field inside out.'
– Paddy Ireland, University of Bristol, UK
Stephen Bottomley, Emeritus Professor, ANU College of Law, The Australian National University, Australia.