Shareholder Suits

This book provides a legal and economic analysis of the derivative suits in the United States and England as well as of the corresponding minority shareholders' action in Italy, including an overview on derivative suits in Germany and France. Furthermore, a chapter is dedicated to the comparison between some aspects of the Italian minority shareholders' action, the American derivative suit, and the English derivative claim, as these jurisdictions represent the three main legal approaches for shareholders to assert certain rights on behalf of a company.

The economic analysis is conducted with the aim of assessing the efficiency of the derivative suit and of the Italian minority shareholders' action, within the wider and more complex issue of the separation of ownership and control, and the relative agency costs. To this purpose, the instruments of corporate law are evaluated, taking into account their economic effects, rather than abstract principles of protection of the minority's interests.

Shareholder Suits is an indispensable book for those who are seeking a legal, economic, and comparative view on derivative suits in the United States and in the main jurisdictions of Europe.

About the Author

Alessandro De Nicola graduated from the Catholic University of Milan and earned his post graduate degree in Cambridge (UK). He currently is the managing partner of the Italian offices of Orrick, Herrington & Sutcliffe, an international law firm. He is an adjunct professor of business law, comparative company law, and corporate governance at Bocconi University in Milan. He is also a regular columnist of Il Sole 24 Ore, the Financial newspaper with the largest circulation in Europe, and the chairman of The Adam Smith Society, one of the most prominent free-market think tanks in Italy.