No Derivative Shareholder Suits in Europe – A Model of Percentage Limits and Collusion

Publication Type  Preprints
Author  Kristoffel Grechenig, Michael Sekyra
Year of Publication  2010
Issue  2010/15
Abstract  We address one of the cardinal puzzles of European corporate law: the lack of derivate share-holder suits. We explain this phenomenon on the basis of percentage limits which require share-holders to hold a minimum amount of shares in order to bring a lawsuit. 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.
Publisher  Max Planck Institute for Research on Collective Goods
Place Published  Bonn
Export  Tagged BibTex XML
Download  
Published in:  International Review of Law and Economics (IRLE), vol. 31, no. 1, pp. 16-20, 2011
Supplementary Material  
Keywords  Collusion, Derivative Shareholder Suits, Percentage Limits, Monitoring, Free Riding
JEL-Codes  K22, K42, G30