SHAREHOLDER PRIMACY AND DIRECTORS' DUTIES: AN AUSTRALIAN PERSPECTIVE

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Abstract:

This article analyses country-specific principles in the electronic securities holding systems in Germany and England. It hereby builds, inter alia, upon two fundamental differences: first, in Germany, investors legally co-own a pool of unallocated securities held at a Central Securities Depository. In contrast, English investors are merely entitled to beneficial (and not to legal) ownership in the electronic holding system. Secondly, property formerly belonging to the seller is not transferred to the buyer in the conduit of a trade in England whereas, in Germany, a derivative transfer of (legal) co-ownership interests normally takes place. In light of this, the article focuses on the legal concepts governing trades, particularly targeting the trust structures, rights and duties in electronic holding systems, derivative transfers of property, bona fide acquisitions and priority rules.

Document Type: Research Article

Publication date: October 1, 2008

More about this publication?
  • The Journal of Corporate Law Studies provides a forum for scholarship on corporate, securities and financial law broadly construed. Thus the Journal publishes articles on subjects as diverse as insolvency and the commercial conflict of laws, in addition to mainstream topics such as directors' duties and financial regulation. The Journal also embraces interdisciplinary work and work in cognate fields.Articles published in the Journal are subject to rigorous peer review. Shorter articles and notes are refereed where appropriate.
    The Journal is published twice a year in June and October.
    The journal will be of interest to academics and practitioners specialising in any of the subjects covered, and also to those with an interest in the strategic direction of the law and the influences which affect it - thus regulators, law and policy-makers, and the judiciary.
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