Van der Elst, Christopher --- "Shareholder engagement duties: the European move beyond stewardship" [2019] ELECD 280; in Birkmose, S. Hanne; Sergakis, Konstantinos (eds), "Enforcing Shareholders’ Duties" (Edward Elgar Publishing, 2019) 60

Book Title: Enforcing Shareholders’ Duties

Editor(s): Birkmose, S. Hanne; Sergakis, Konstantinos

Publisher: Edward Elgar Publishing

ISBN: 9781788114868

Section: Chapter 4

Section Title: Shareholder engagement duties: the European move beyond stewardship

Author(s): Van der Elst, Christopher

Number of pages: 24

Abstract/Description:

For a long period of time it was a common belief that shareholders had no duties vis-à-vis the company. As Hoffman put it for the US, ‘shareholders owe the corporation no legal duties’ and are ‘uniquely blessed by the freedom to do what they will with their capital’. Shareholders’ obligations were limited to the fiduciary duties in close companies ‘akin to the duties partners owe to one another’ and to a prohibition on self-dealing by majority shareholders.