A Case for Shareholders' Fiduciary Duties in Common Law Asia

Ernest Lim is an Associate Professor at the Faculty of Law, National University of Singapore (NUS). His main research interest is comparative corporate law and governance. He is also interested in private law and its relationship with public law, and legal aspects of artificial intelligence. He has held visiting appointments at Columbia University, Max Planck, University of Oxford and Tel Aviv University. A graduate of the University of Oxford, Harvard Law School and NUS, he practised corporate law in New York and Hong Kong prior to entering academia. He is the author of Sustainability and Corporate Mechanisms in Asia (Cambridge, forthcoming).

• Part I. Introduction and Overview: 1. Introduction; 2. Common law jurisdictions in Asia: an overview; Part II. Role of General Meeting and Shareholders: 3. Powers, shareholders and justifications for duties; 4. Objections; Part III. The Mechanics of Imposing Duties: 5. 'What', 'whom', 'when', 'who' and 'how'; Part IV. Enforcement: 6. Enforcement; Part V. Conclusion: 7. Concluding remarks.

'Professor Lim's book is an impressive contribution to an important corporate governance debate regarding the role of shareholders. By combining excellent doctrinal, empirical and policy-focused research, he argues for a reconceptualisation of the role of shareholders in listed companies, including the imposition of fiduciary duties on these shareholders. The book primarily focuses on listed companies in Hong Kong, Singapore, India and Malaysia but is undoubtedly of broad international significance. Many will benefit from reading this insightful and thought-provoking book.' Ian Ramsay, Harold Ford Professor of Commercial Law and Redmond Barry Distinguished Professor, University of Melbourne