Fifteen years of the statutory derivative regime under the Companies Act 2006: a reflection on an unfulfilled superfluous statutory regime

Article


Nsubuga, H. 2023. Fifteen years of the statutory derivative regime under the Companies Act 2006: a reflection on an unfulfilled superfluous statutory regime. Contemporary Issues in Law. 15 (1), pp. 63-82.
TypeArticle
TitleFifteen years of the statutory derivative regime under the Companies Act 2006: a reflection on an unfulfilled superfluous statutory regime
AuthorsNsubuga, H.
Abstract

This article explores the effectiveness of the codification of the statutory derivative regime as a remedy to members/shareholders of a company to which a wrong has been committed by those in charge – the directors – and no steps have been taken by the company to seek a remedy. This is to assess whether a derivative action as a shareholder remedy has been effective, since its codification in the Companies Act 2006 15 years ago, as a means of enhancing public confidence in the business/corporate sector, and as a way to reassure investors that directorial mismanagement/abuse of office leading to loss or harm to shareholders could be punished.
The article analyses the relationship between directors’ breach of their statutory duties and corporate insolvency, premised on the contention that where directors are well regulated and governed in the execution of their duties, corporate insolvency may be avoided and shareholder actions, such as derivative claims, would be rare. The article concludes with an analysis of whether the statutory derivative regime has indeed, or has not, fulfilled its purpose of simplifying access and enhancing shareholder remedies as initially recommended by the Jenkins Committee and taken forward by the Cork Committee Report leading to its codification in the CA 2006.

Sustainable Development Goals9 Industry, innovation and infrastructure
Middlesex University ThemeSustainability
LanguageEnglish
PublisherLawtext Publishing
JournalContemporary Issues in Law
ISSN1357-0374
Publication dates
Online18 Feb 2023
Print01 Feb 2023
Publication process dates
Deposited02 May 2023
Accepted30 Jan 2023
Output statusPublished
Copyright Statement

This is the author-produced PDF of an article, accepted for publication in Contemporary Issues in Law, following peer review. The Version of Record Nsubuga, Hamiisi Junior (2023) Fifteen years of the statutory derivative regime under the Companies Act 2006: a reflection on an unfulfilled superfluous statutory regime. Contemporary Issues in Law, 15 (1) , 3. pp. 63-82 is available in Contemporary Issues in Law, 15 (1), pp. 63-82.
Licensed under CC BY-NC-ND 3.0.

Web address (URL)https://www.lawtext.com/publication/contemporary-issues-in-law/contents/volume-15/issue-1
Permalink -

https://repository.mdx.ac.uk/item/8q5w9

Restricted files

Accepted author manuscript

  • 46
    total views
  • 0
    total downloads
  • 2
    views this month
  • 0
    downloads this month

Export as

Related outputs

Enhancing depositor protection in the mobile money banking sector in sub-Saharan African developing economies – a case for ring-fencing?
Nsubuga, H. 2023. Enhancing depositor protection in the mobile money banking sector in sub-Saharan African developing economies – a case for ring-fencing? Journal of International Banking Law and Regulation. 38 (1), pp. 1-9.
Unravelling the mystery behind bank insolvencies in the East African Community (EAC) – the case for Uganda, Kenya and Tanzania
Nsubuga, H. 2022. Unravelling the mystery behind bank insolvencies in the East African Community (EAC) – the case for Uganda, Kenya and Tanzania. in: Akintola, K. and Adeyemo, F. (ed.) Bank Insolvencies in developing Economies London Routledge.
Local public entities in distress: an analysis of the Ugandan approach
Nsubuga, H. 2022. Local public entities in distress: an analysis of the Ugandan approach. in: Coordes, L. and Vaccari, E. (ed.) When Liquidation is not an Option – A Global Study on Local Public Entities in Financial Distress INSOL International.
Reinvigorating corporate rescue in developing economies – a Ugandan perspective
Nsubuga, H. 2021. Reinvigorating corporate rescue in developing economies – a Ugandan perspective. Insolvency Intelligence. 34 (4), pp. 95-102.
The debtor-in-possession model in the EU insolvency and restructuring framework - a domino effect?
Nsubuga, H. 2022. The debtor-in-possession model in the EU insolvency and restructuring framework - a domino effect? Journal of Business Law.
A reconsideration of directors’ liability for wrongful trading in the UK and the EU in the COVID19 era
Nsubuga, H. 2021. A reconsideration of directors’ liability for wrongful trading in the UK and the EU in the COVID19 era. in: A Collection of Short Papers by INSOL Early Research Academics (INSOL ERA) INSOL International. pp. 128-138
The road to Prest v Petrodel: an analysis of the UK judicial approach to the corporate veil - part 2: post Prest
Nsubuga, H. and Watkins, L. 2020. The road to Prest v Petrodel: an analysis of the UK judicial approach to the corporate veil - part 2: post Prest. International company and commercial law review. 31 (11), pp. 597-608.
The road to Prest v Petrodel: an analysis of the UK judicial approach to The Corporate Veil - part 1
Watkins, L. and Nsubuga, H. 2020. The road to Prest v Petrodel: an analysis of the UK judicial approach to The Corporate Veil - part 1. International company and commercial law review. 31 (10), pp. 547-588.
Women on corporate boards of public listed companies - a UK and EU gender diversity conundrum
Nsubuga, H. 2020. Women on corporate boards of public listed companies - a UK and EU gender diversity conundrum. in: Howard, E., Dominguez-Redondo, E. and Baéz, N. (ed.) Affirmative Action and the Law: Efficacy of National and International Approaches London and New York Routledge. pp. 163-178
The role of the central bank in financial distress management and resolution in developing economies
Nsubuga, H. 2020. The role of the central bank in financial distress management and resolution in developing economies. Journal of International Banking Law and Regulation. 35 (5), pp. 208-214.
The call for harmonisation of cross-border insolvency laws to enable cross-border filing and litigation in the East African community
Nsubuga, H. 2019. The call for harmonisation of cross-border insolvency laws to enable cross-border filing and litigation in the East African community. International company and commercial law review. 30 (12), pp. 659-668.
Employee rights in corporate insolvency: a UK and US perspective
Nsubuga, H. 2019. Employee rights in corporate insolvency: a UK and US perspective. London and New York Routledge.
Economic and social perspectives of corporate insolvency law in Uganda: The recent collapse of Crane Bank (Uganda) and the response to the 2007-2008 global economic crisis
Nsubuga, H. 2019. Economic and social perspectives of corporate insolvency law in Uganda: The recent collapse of Crane Bank (Uganda) and the response to the 2007-2008 global economic crisis. International Conference on Insolvency and Bankruptcy Laws - A Global Response. ICFAI Law School, Hyderabad, India - Organised by Widener University Delaware Law School and Insolvency and Bankruptcy Board of India 01 - 03 Mar 2019 ICFAI Foundation for Higher Education. pp. 302-310
The impact of bank insolvency on consumer protection and the drive towards the 2030 sustainable development agenda in developing economies: A Ugandan perspective
Nsubuga, H. 2019. The impact of bank insolvency on consumer protection and the drive towards the 2030 sustainable development agenda in developing economies: A Ugandan perspective. Rule of Law in the 2030 SDGs Agenda. Loyola University Chicago, John Felice Centre, Rome Italy 01 - 02 Feb 2019
Towards a tort of political negligence: Political deceit, political misrepresentation and the Brexit conundrum
Nsubuga, H. 2019. Towards a tort of political negligence: Political deceit, political misrepresentation and the Brexit conundrum. International Law Blog.
The rights of employees on corporate insolvency: a UK and US perspective
Nsubuga, H. 2018. The rights of employees on corporate insolvency: a UK and US perspective. PhD thesis Nottingham Law School, Nottingham Trent University School of Law
The fate of employment protection provisions under TUPE regulations post-Brexit
Nsubuga, H. 2018. The fate of employment protection provisions under TUPE regulations post-Brexit. The Academic Forum Annual Conference, INSOL EUROPE. Warsaw, Poland 04 - 05 Oct 2017
The interpretative approach to bankruptcy law: remedying the theoretical limitations in the traditionalist and the proceduralist perspectives on corporate insolvency
Nsubuga, H. 2018. The interpretative approach to bankruptcy law: remedying the theoretical limitations in the traditionalist and the proceduralist perspectives on corporate insolvency. International journal of law and management. 60 (3), pp. 824-841. https://doi.org/10.1108/IJLMA-03-2017-0079
Corporate insolvency and employment protection: a theoretical perspective
Nsubuga, H. 2016. Corporate insolvency and employment protection: a theoretical perspective. Nottingham Insolvency and Business Law e-Journal. 4 (1).