Minority shareholders and corporate governance : Reflections on the derivative action in the UK, the USA and in China

Purpose – The purpose of this paper is to compare the response in the UK, the USA and China to the need to provide effective protection in law to disgruntled minority shareholders. Design/methodology/approach – The study draws upon official comment and case law across the three jurisdictions in order to assess the scope and availability of minority actions. Findings – The importance of shareholder rights through alternative actions is an important aspect of controlling the behaviour and actions of the Board of Directors and an important part of corporate governance. This paper seeks to compare the development and scope of derivative rights in the UK, the USA and in China and provides an assessment and insight into the differences in approach and in the political and legal structures with the consequent likely impact on the role and contribution of derivative claims in the control and governance of Boards in the different jurisdictions. Originality/value – The study should prove of interest to scholars of comparative corporate law.