Abstract / Description of output
We begin our discussion of shareholder inspection rights in the UK with Dr Hardman’s chapter on the UK from a historical viewpoint. In this chapter, he explores the development of UK company law in three stages: part one explores the prehistory of UK corporate law; part two explores the early formation of UK companies in the general push for separate legal personality; and part three looks at how the introduction of limited liability and the consolidation of company law led to the development of modern shareholder inspection rights. The purpose of the chapter is to show how the legal principles in these three periods coalesced into a single concept resulting in the gradual erosion of shareholder inspection rights development of their modern form.
After the passage of the Bubble Act, partnerships and state incorporated companies were the two business vehicles available in England. During this early period, corporations frequently restricted shareholder access to their books ostensibly to avoid misuse of sensitive information. In terms of partnerships courts were willing to hold the partners could gain access to the books and accounts of the partnership although they were highly reluctant to hear the case if the entity was a going concern. Existing evidence shows that shareholder access to company books became increasingly restrictive during this time.
The Joint Stock Companies Act 1844 provided for specific shareholder inspection rights. Three categories of inspection rights existed: first access to proceedings of directors, although this could be limited or amended by the provisions of the company’s constitution; second access to financial matters; and third, access to the register of members. The Joint Stock Companies Act 1856 removed statutory provision of the first two of these categories of shareholder inspection rights, however, the right to financial information has been further developed in the later years. The ability to inspect the register of members still remains, but on weaker terms than before.
After the passage of the Bubble Act, partnerships and state incorporated companies were the two business vehicles available in England. During this early period, corporations frequently restricted shareholder access to their books ostensibly to avoid misuse of sensitive information. In terms of partnerships courts were willing to hold the partners could gain access to the books and accounts of the partnership although they were highly reluctant to hear the case if the entity was a going concern. Existing evidence shows that shareholder access to company books became increasingly restrictive during this time.
The Joint Stock Companies Act 1844 provided for specific shareholder inspection rights. Three categories of inspection rights existed: first access to proceedings of directors, although this could be limited or amended by the provisions of the company’s constitution; second access to financial matters; and third, access to the register of members. The Joint Stock Companies Act 1856 removed statutory provision of the first two of these categories of shareholder inspection rights, however, the right to financial information has been further developed in the later years. The ability to inspect the register of members still remains, but on weaker terms than before.
| Original language | English |
|---|---|
| Title of host publication | Research Handbook on Shareholder Inspection Rights |
| Subtitle of host publication | A Comparative Perspective |
| Editors | Randall S. Thomas, John S. Beasley II, Paolo Giudici, Umakanth Varottil |
| Publisher | Edward Elgar Publishing |
| Chapter | 2 |
| Pages | 20-39 |
| Number of pages | 20 |
| ISBN (Electronic) | 9781800377745 |
| ISBN (Print) | 9781800377738 |
| DOIs | |
| Publication status | Published - 4 May 2023 |
Publication series
| Name | Research Handbooks in Corporate Law and Governance |
|---|---|
| Publisher | Edward Elgar |
Keywords / Materials (for Non-textual outputs)
- company law
- corporate law
- shareholder inspection rights
- UK corporate law
- company law history
- business corporation