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Durham University

Durham Law School

Staff profile

Publication details for Dr Jonathan Mukwiri

Mukwiri, Jonathan (2013). Myth of Shareholder Primacy in English Law. European Business Law Review 24(2): 217-241.

Author(s) from Durham

Abstract

This article assesses the validity of the shareholder primacy norm, with particular
focus on the pre and post Companies Act 2006 implications of shareholder primacy
in English company law. Prior to the Companies Act 2006, much was written about
shareholder primacy, which assumed it to be the basis of corporate governance in
English law. In testing the validity of that assumption, this article examines the
historical application of partnership principles to corporate governance, the case
law often called in aid of the shareholder primacy norm, and finds that shareholder
primacy remains at odds with the tenet of corporate legal personality in English
law. It concludes that the assumption that shareholder primacy was the basis of
corporate governance in English law is a myth.