Abstract
Though corporate governance in the United States and the United Kingdom have more in common than any other pair of developed countries, the two systems have striking differences that even render the term or concept of ‘Anglo-Saxon’ corporate governance irrelevant. Shareholders in the UK enjoy unparalleled power in corporate decisions relative to their US counterparts. That is because the purpose of the US corporation and the purpose of the UK corporation are not, strictly speaking, the same.1
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Notes
Christopher M. Bruner, ‘Power and Purpose in the “Anglo-American” Corporation’, (2010) Virginia Journal of International Law, 50, 2010, p. 582
Financial Reporting Council (11/2006), ‘The UK Approach to Corporate Governance’.
Through a special resolution of 75 per cent majority as required by the Company Act of 2006.
UK Company Act 2006, section 168.
The Bushell v. Faith (]1970] AC 1099) clause protects only directors who are also shareholders in the company.
The UK Corporate Governance Code, Section C: Accountability.
Idem, Section C.3: Audit Committee and Auditors.
Idem, Section E: Relations with Shareholders.
Werner R. Kranenburg, Seminar on Transatlantic Litigation, New York State Bar Association, 2010.
The Takeover Panel is a non-judicial body composed of representatives from the London Securities Exchange, the Bank of England, the major merchant banks, and institutional investors.
John Armour, David A. Skeel, ‘Who Writes the Rules for Hostile Takeovers, and Why? The Peculiar Divergence of US and UK Takeover Regulation’, (2009) Georgetown Law Journal, 95, 2009: 1727.
Sections 171 to 177.
One of the most interesting innovations in the CA 2006 is the creation of a statutory duty for directors ‘to promote the success of the company’.
[1994] 2 BCLC 180, 183.
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© 2014 Felix I. Lessambo
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Lessambo, F.I. (2014). Corporate Governance in the United Kingdom. In: The International Corporate Governance System. Global Financial Markets series. Palgrave Macmillan, London. https://doi.org/10.1057/9781137360014_6
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DOI: https://doi.org/10.1057/9781137360014_6
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