Shareholders and Stakeholders

The Unrealised Promise of Company Law Reform in Post-War Britain
Erscheinungsjahr 2025
ISBN: 978-1-5099-6684-4
Verlag: Hart Publishing

Buch, Englisch, 328 Seiten, Paperback, Format (B × H): 156 mm x 234 mm, Gewicht: 503 g

This book explores the evolution of the shareholder in post-war Britain within the context of changing legal, political, economic, and social conditions. It examines how the post-war transformation of the shareholder body influenced relationships amongst stakeholders, impacting corporate behaviour and the legal and political efforts to govern industry and financial markets.

The book addresses a number of themes, including: 1) how the movements for democratisation influenced the treatment of shareholder interests and the calls for stakeholder representation; 2) how the rhetoric of change created a narrative that deflected from the lack of systemic legal reforms and protected the status quo; 3) how, in the post-war consensus environment, political positions on equity ownership de-radicalised, which proved unsustainable against a background of increasing political polarisation and industrial unrest; and 4) how the institutionalisation of the post-war shareholder body had profound effects on industry, the financial markets, and the economy.

With these themes as a foundation, the evolutionary arch of the post-war shareholder is examined, focusing on developments that influenced the treatment and perception of shareholder and stakeholder interests, including nationalisations, shareholder democracy, corporate purpose, and industrial democracy.

The book further considers how these post-war changes contribute to the post-1979 legal treatment of shareholder and stakeholder interests, including subsequent changes to the Companies Act and the development of corporate governance codes. Parallels to contemporary movements for stakeholder capitalism, corporate purpose, and ESG are drawn.

The historical analysis of the post-war shareholder provides a framework for considering current questions on shareholder primacy and the demands for systemic legal reforms. These missed opportunities for meaningful changes to the treatment of shareholder interests in UK company law serve as useful precedents for evaluating subsequent periods.

Autoren/Hrsg.

Sonin, Joanne F

Fachgebiete

• Rechtswissenschaften Ausländisches Recht Common Law (UK, USA, Australien u.a.)
• Rechtswissenschaften Recht, Rechtswissenschaft Allgemein Rechtsgeschichte, Recht der Antike

Inhaltsverzeichnis

1. Introduction
The Post-War Era
Thematic Outline
Structural Outline

2. Nationalisations and the Post-War Shareholder
The Post-War Consensus
Support for Radical Reform or Cyclical Change?
Nationalisations and the Four Levers of the British Economy
Nationalisations and Equity Shareholders
Reactions to Post-War Nationalisations
Financial and Economic Implications of Nationalisations
Nationalisation's Impact on the Relationship between Shareholders and Directors
Institutional Investors and Nationalisations
The Faltering Post-War Consensus and State Interventions
The Financial Crash, Equity Shareholders, and Nationalisations
Britain's Pivot to Thatcherism

3. The Post-War Shareholder Body and Shareholder Democracy
Post-War Perceptions of the Shareholder
Types of Shareholders
The Evolution of the Forms of Shareholding
The Development of Shareholder Democracy

4. Corporate Purpose and the Shareholder
Shareholder Primacy and Shareholder Democracy
Enlightened Shareholder Value
Conflicting Interests and the Call for Reform
The UK Courts
Pressures on the Principle of Shareholder Primacy

5. Industrial Democracy and the Worker Shareholder
Post-War Reconstruction and the Movement for Industrial Democracy
Motivations for Support of Industrial Democracy
British Industry and a Changing Workforce
Impediments to Widespread Worker Shareholding
Workers' Attitudes to Savings and Equity Ownership
Worker Uptake

6. Industrial Democracy and the Worker Director
The Trade Unions and Worker Representation
Capital and Labour: Conflict or Convergence?
Industrial Democracy and Legislative Change
The Unrealised Potential of Post-War Industrial Democracy

7. The Bullock Committee: A Paper-Tiger Attack on the System
Establishing the Committee of Enquiry
The TUC, the Majority Report and the Minority Report
Bullock Report and Shareholder Primacy
(Re)defining Directors' Duties
Political Resistance to the TUC Proposals and the Bullock Report
The City and Industry
The End of the Post-War Consensus and the Diminishing of Industrial Democracy

8. Post-1979: Shareholders, Stakeholders and the Companies Act
The End of the Post-War Consensus
1979: The End of the Post-War Settlement and the Election of Margaret Thatcher
Companies Act 1980
Companies Act 1985
Thatcher's Big Bang and the Financial Services Act 1986
New Labour's 'Third Way' and the Companies Act
The Company Law Review Steering Committee
Shareholders, Stakeholders and UK Corporate Governance
The Company Law Reform Bill and the Companies Act 2006

9. Contemporary Corollaries and Concluding Considerations
Contemporary Relevance
Corporate Purpose: A Note on Contemporary Parallels
Concluding Thoughts

Über Autor(innen)

Sonin, Joanne F
Joanne F Sonin is a finance professional and scholar based in the United Kingdom. She has a PhD in company law from the Law School of the London School of Economics and Political Science. Her research focuses on the questions of shareholder and stakeholder interests, corporate behaviour, corporate purpose, and legal reform.

Joanne combines her academic research with her work in the financial sector, in which she has over 20 years of experience working in global financial markets as an advisor, as a principal, and as a senior corporate executive. She has worked as an investment banker at a number of global firms and throughout her career has been based in numerous jurisdictions, including London, New York, Sydney, and Tel Aviv, executing a wide range of M&A and capital-markets transactions.

Joanne now advises investors and companies on corporate purpose and ESG strategy and integration, leveraging her expertise in corporate finance and company law. She also has an MBA from the MIT Sloan School of Management, a PhD in Classics from the University of Cambridge, and a BA from The Hebrew University of Jerusalem.

Joanne F Sonin is a finance professional with a PhD from London School of Economics and Political Science, UK.