- The Company Law Review Steering Group, Modern Company Law for a Competitive Economy, Terms of Reference, March 1998, 1 (UK).
- The term “electronic proxy voting” is used here to describe the electronic transmission of voting instructions from the member to the company.
- V Edgtton, “Appointment of Proxies by Electronic Communication: Do Companies Have to Wait for Enabling Legislation?” (2000) 21 Company Lawyer 294, referring to Re English, Scottish and Australian Chartered Bank [1893] 3 Ch 385 and Byng v London Life Association Ltd [1990] Ch 170.
- See, eg the Articles of Association of BP Amoco plc, reg 67.
- The purposes for which the modification may be made are listed in subs 8(2). These purposes identify features of the paper world which have no direct electronic analogue (such as postal delivery, written evidence and authentication by signature).
- SI 2000/3373 (which came into force on 22 December 2000).
- This Act is referred to in subsequent footnotes as “Companies Act (UK)”.
- Regulations 60–63.
- ICSA, Electronic Communications with Shareholders, December 2000.
- Ibid, para 10.4.
- Ibid, para 4.4.
- Ibid, para 3.10.
- Ibid, paras 6.1 and 4.5.
- Ibid, para 8.10
- This Act is referred to in subsequent footnotes as “Corporations Act (Aust)”.
- Corporations Act (Aust) s 250?(3)(c).
- Corporations Act (Aust) s 252?(3) makes similar provision in relation to proxies submitted by members of registered managed investment schemes. (There are two sections with this number. This reference is to the second section numbered 252?(3)).
- Corporations Act (Aust) s 252?(1) again makes similar provision in respect of registered managed investment schemes.
- See further regarding this statutory interpretation issue: E Boros, “Corporations Online” (2001) 19 Company & Securities Law Journal 492, 496.
- However, at the time of writing, the Electronic Transactions Amendment Regulations 2001 (No 2) (Cth) [Reg 3, schedule 1] exempt the Corporations Act from the key sections of the Electronic Transactions Act.
- There is, however, a recognition by Government of the need for best practice guidelines to perform this role: Corporate disclosure: Strengthening the financial reporting framework (CLERP 9), 18 September 2002, proposal 39.
- A Holder Identification Number (HIN) is an identifying number for a holding on the ASX's Clearing House Electronic Subregister System (CHESS). One HIN can register an investor's shareholdings in multiple companies. A Shareholder Registration Number (SRN) is an identifying number of an issuer-sponsored securityholding. An SRN registers an investor's shareholding in a single listed company. For more information on CHESS see: <http://www.asx.com.au> and follow the links to “ASX Markets” and “ASX Settlement and the Role of Chess”, (accessed on 26 October 2002).
- From discussions with Mr David Cantrick Brooks of Computershare Investor Services Pty Limited
- Corporations Act (Aust) s 249?(3)(c) (company members’ meetings), s 252?(3)(c) (registered scheme members’ meetings) and s 283E?(3)(c) (debenture holders’ meetings).
- See further: SEC Release No 33–7233; 34–36345; IC-21399, Use of Electronic Media for Delivery Purposes—Interpretation, 6 October 1995, <http://www.sec.gov/rules/proposed/33-7233.txt> (accessed on 26 October 2002), at text accompanying footnotes 23–7. See also SEC Release No 33–7289, 34–37183, IC-21946, Use of Electronic Media for Delivery Purposes—Final Rules, 9 May 1996, <http://www.sec.gov/rules/final/33-7289.txt> (accessed on 26 October 2002); SEC Release No 33–7856, 34–42728, IC-24426 Use of Electronic Media—Interpretation; Solicitation of Comment, 4 May 2000 <http://www.sec.gov/rules/interp/34-42728.htm> (accessed on 26 October 2002); and SEC Release No 33–7912, 34–43487, IC-24715 Delivery of Proxy Statements and Information Statements to Households—Final Rule, 4 December 2000 <http://www.sec.gov/rules/final/33-7912.htm> (accessed on 26 October 2002).
- In November 1997, it was estimated that 70% of NYSE-listed stock is held in street name: SEC, Report to the Congress: The Impact of Recent Technological Advances on the Securities Markets, n. 58 <http://www.sec.gov/news/studies/techrp97.htm> (accessed on 26 October 2002).
- See further SM Klein, “Rule 14b-2: Does it Actually Lead To The Prompt Forwarding Of Communications To Beneficial Owners Of Securities?” 23 Journal of Corporation Law 155 (1997) and L Loss and J Seligman, Securities Regulation (New York, Aspen Publishers, Inc, 3rd edn, 2001), § 6-C-6.
- SEC Release No 33–7288, Use of Electronic Media by Broker-Dealers, Transfer Agents, and Investment Advisers for Delivery of Information; Additional Examples Under the Securities Act of 1933, Securities Exchange Act of 1934, and Investment Company Act of 1940—Interpretation, May 9 1996 <http://www.sec.gov/rules/interp/33-7288.txt> (accessed on 26 October 2002), and SEC Release No 33–7856, 34–42728, IC-24426 Use of Electronic Media—Interpretation; Solicitation of Comment, 4 May 2000, supra, n. 25.
- 106 Pub L No 229; 114 Stat 464; (30 June 2000), available electronically at <http://www.ntia.doc.gov/opadhome/opad_ecommerce.htm> (accessed on 26 October 2002). Most provisions took effect on 1 October 2000, although there are later commencement dates for particular aspects of the legislation, including those dealing with record retention and government agency commitments. The E-Sign Act is designed to facilitate the use of electronic records and signatures in interstate or foreign commerce.
- HM Friedman, Securities Regulation in Cyberspace (New York, Bowne & Co Inc, 3rd edn, 2001), para 11.05.
- RH Grubaugh, “Technological Advances in the Proxy System” 1288 Practising Law Institute, Corporate Law and Practice Course Handbook Series, 673, January 2002.
- See also ADP's Investor Communication Services statistics page, <http://ics.adp.com/release6/public_site/about/stats.html#four> (accessed on 26 October 2002).
- B Romanek, “2000 Proxy Season: How Electronic Voting and Electronic Delivery Fared” 4 No 2 Wallstreetlawyer.com: Sec Elec Age 21, July 2000.
- HM Friedman, Securities Regulation in Cyberspace (New York, Bowne & Co Inc, 3rd edn, 2001), para 11.04.
- Supra, n. 31, 678.
- Companies Act (UK) ss 372–375; Corporations Act (Aust) Pt 2G.2. Private or proprietary companies with more than one member may instead use the statutory unanimous written resolution procedures in Companies Act (UK) s 381A and Corporations Act (Aust) s 249A.
- The Company Law Review Steering Group, Modern Company Law for a Competitive Economy: Company General Meetings and Shareholder Communication, (URN 99/1144, DTI, October 1999) question 52.
- Ibid, para 60.
- The Company Law Review Steering Group, Modern Company Law for a Competitive Economy: Final Report, (URN 01/942, vol 1, DTI, 2001) para 7.11.
- Ibid. This issue is not dealt with in the White Paper (Modernising Company Law, Cm 5553 (2002)).
- Direct electronic voting as an alternative to electronic proxy voting is discussed in the next section. Virtual meetings are discussed in section B.3. infra.
- The company may also hold general meetings to transact other business.
- Although not included in the draft clauses, the White Paper (Modernising Company Law, Cm 5553 (2002), vol I, para 2.18) indicates that the Government intends to introduce a form of remote voting, by allowing members to demand a poll in advance of a meeting and vote on that poll without needing to attend or appoint a proxy.
- The election of one or more directors of a company limited by guarantee where at least one of the candidates has attained the age of 72 (Corporations Act (Aust) s 201(c)(11)) and approval of offers made under a proportional takeover bid and the company's constitution (Corporations Act (Aust) s 648D(1)(c)(ii)).
- See Co-operatives Act 1996 (Vic), Part 8, Div 3; Co-operatives Act 1992 (NSW) ss 193–195A; Cooperatives Act 1997 (Qld), Part 8, Div 3; Co-operatives Act 1997 (SA), Part 8, Div 3.
- Schedule 12, clause 8.
- Companies and Securities Advisory Committee, Shareholder participation in the modern listed public company: Final Report, June 2000 para 4.143 <http://www.camac.gov.au/camac/camac.nsf/byHeadline/PDFFinal+Reports+2000/$file/Shareholder_Participation_in_the_Modern_Listed_Company,_June_2000.pdf> (accessed on 26 October 2002). (This body was renamed the Corporations and Markets Advisory Committee (CAMAC) when the Financial Services Reform Act 2001 came into force on 11 March 2002).
- A Hughes, “NRMA board voting attracts 10 pc turnout” Sydney Morning Herald 15 November 2001, 28.
- [1906] 1 Ch 331.
- Keep v Hurstville Soldiers’ Memorial Hall Club Ltd (1963) 80 WN NSW 1497.
- See, eg, Scullion v Family Planning Association of Queensland (1985) 10 ACLR 249; 4 ACLC 78, Rivers v Bondi Junction—Waverley RSL Sub—Branch Ltd (1986) 5 NSWLR 362, NRMA v Parker (1986) 6 NSWLR 517.
- (1986) 5 NSWLR 362.
- Ibid, 364.
- Ibid, 369.
- See, eg, Re Duomatic [1969] 2 Ch 365 and Re PW Saddington & Sons Pty Ltd (1990) 19 NSWLR 674. In Re Duomatic Ltd, which concerned unanimous consent to a matter requiring an ordinary resolution, Buckley J held that the agreement between the shareholders was sufficient to bind two additional shareholders who became members subsequent to the agreement.
- See, eg, Cane v Jones [1980] 1 WLR 1451.
- See further HAJ Ford et al, Ford's Principles of Corporations Law (Sydney, Butterworths, looseleaf), ¶ [7.590] and R Grantham, “The Unanimous Consent Rule in Company Law” (1993) 52 CLJ 245.
- Re George Newman & Co [1895] 1 Ch 674 and Re Express Engineering Works Ltd [1920] 1 Ch 466.
- Herrman v Simon (1990) 4 ACSR 81; 8 ACLC 1094 and Parker & Cooper Ltd v Reading [1926] Ch 975.
- See, eg, Re Pearce, Duff & Co Ltd [1960] 1 WLR 1014.
- See, eg, Cane v Jones [1980] 1 WLR 1451, Re Duomatic Ltd [1969] 2 Ch 365 and Re Oxted Motor Co, Ltd [1921] 3 KB 32.
- [1969] 2 Ch 365.
- Companies Act 1948 (UK) s 191.
- The doctrine was not applied in the Australian cases of Re Compaction Systems Pty Ltd and the Companies Act [1976] 2 NSWLR 477 and Re Action Waste Collections Pty Ltd (1976) 2 ACLR 253 for similar reasons.
- [1999] 2 BCLC 301; [1999] BCC 163.
- Ibid, 315; 175.
- The same approach was applied to a decision of a class of members in Re Torvale Group Ltd [1999] 2 BCLC 605.
- [1998] 1 BCLC 193; [1998] BCC 596.
- [1999] 2 BCLC 301, 314; [1999] BCC 163, 174.
- [1999] 2 BCLC 301, 316; [1999] BCC 163, 175.
- [1985] 1 WLR 1305, 1306.
- See also R Grantham, “The Unanimous Consent Rule in Company Law” (1993) 52 CLJ 245, n. 47 regarding the courts’ attitude to the role of formalities in the context of reductions of capital.
- Sipad Holding ddpo v Popovic (1995) 18 ACSR 436, 446; 13 ACLC 1773, 1777. See also M Dalley Co Pty Ltd v Sims (1968) 120 CLR 603; 614 per Barwick CJ and Sycotex Pty Ltd v Baseler (1994) 13 ACSR 766, 781; 12 ACLC 494, 500 per Gummow J. But cf Sutherland (as liq of Sydney Appliances Pty Ltd (in liq)) v Robert Bosch (Aust) Pty Ltd [2000] NSWSC 32, [50]; (2000) 33 ACSR 680; 688 per Santow J.
- This section exists in addition to the statutory written resolution procedure in Corporations Act (Aust) ss 249A and 249B (which are similar to but much less detailed than the written resolution procedure in Companies Act (UK) ss 381A, 381B and 381C).
- Sipad Holding ddpo v Popovic (1995) 18 ACSR 436, 446 13 ACLC 1773, 1777. See also M Dalley Co Pty Ltd v Sims (1968) 120 CLR 603; 614 per Barwick CJ.
- See, eg, Re Hector Whaling, Limited [1936] Ch 208; Re North of England Steamship Company [1905] 1 Ch 609 rev'd [1905] 2 Ch 15; Industrial Equity Ltd v New Redhead Estate & Coal Co Ltd [1969] 1 NSWR 565; Brierley v Santos Ltd (1989) 1 ACSR 169; 7 ACLC 1276 and The New South Wales Henry George Foundation v Booth [2002] NSWSC 245; (2002) 54 NSWLR 433. In the context of Corporations Act (Aust) s 1322 (discussed supra in the text following n. 73) see, eg, Re Infomedia Pty Ltd [2000] NSWSC 649; (2000) 34 ACSR 682; 18 ACLC 625 and Sentron Pty Ltd v ASIC [2000] WASC 272; (2000) 18 ACLC 910.
- Cane v Jones [1980] 1 WLR 1451, 1459. The earliest statement of this principle is in the judgment of Lord Davey in Salomon v Salomon & Co Ltd [1897] AC 22, 57.
- Cf the proposal in the White Paper (Modernising Company Law, Cm 5553 (2002), vol II clauses 170–180) to introduce a written resolution procedure to enable private companies to take decisions without the need to hold a general meeting and without the requirement for unanimity. Instead all that would be required would be a simple majority of all eligible votes to pass a written ordinary resolution and 75 % of all eligible votes to pass a written special resolution. This represents a departure from the policy underlying the procedure it would replace, which requires unanimous written agreement because there has been no opportunity to debate the resolution.
- In s 201C(11).
- The express mention of one thing excludes others.
- These are by no means the only theoretical approaches. For an overview of the main approaches see: S Bottomley, “Taking Corporations Seriously: Some Considerations for Corporate Regulation” (1990) 19 Federal Law Review 203 and R Tomasic, S Bottomley and R McQueen, Corporations Law in Australia (Leichhardt, The Federation Press, 2nd edn, 2002), 51–66.
- LE Ribstein, “The Mandatory Nature of the ALI Code” (1993) 61 George Washington Law Review 985.
- See eg S Bottomley, “The Birds, the Beasts, and the Bat: Developing a Constitutionalist Theory of Corporate Regulation” (1999) 27 Federal Law Review 243 (and references cited at n. 10) and J Dine, “Companies and Regulations: Theories, Justifications and Policing” in D Milman (ed), Regulating Enterprise: Law and Business Organisation in the UK (Oxford, Hart Publishing, 1999), 291, 303.
- See, eg, LA Bebchuk, “The Debate on Contractual Freedom in Corporate Law” (1989) 89 Columbia Law Review 1395 and J Coffee, “The Mandatory/Enabling Balance in Corporate Law: An Essay on the Judicial Role” (1989) 89 Columbia Law Review 1618.
- See BR Cheffins, Company Law: Theory Structure and Operation (Oxford, Clarendon Press, 1997), especially 237–49. See also IM Ramsay, “Models of Corporate Regulation: the Mandatory/Enabling Debate” in R Grantham and C Rickett (eds), Corporate Personality in the 20th Century (Oxford, Hart Publishing, 1998), 215, 229.
- Cheffins, ibid, 237.
- Ibid, 237–44.
- Ribstein (one of the stronger opponents of mandatory rules) is nevertheless prepared to consider mandatory rules to settle procedural detail concerning shareholder and director voting, on the basis that “[t]he governance implications of these rules are minor, and there is a need to standardize the details of shareholder voting in liquid capital markets for the benefit of institutions and others who hold large and rapidly changing portfolios”: supra, n. 82, 1010–1011.
- Supra, n. 85, 242–44.
- See discussion infra in section C.1.(b)(ii).
- CASAC, supra, n. 47, paras 4.33–4.36 and Parliamentary Joint Statutory Committee on Corporations and Securities, Report on matters arising from the Company Law Review Act 1998, October 1999, para 13.26, <http://www.aph.gov.au/senate/committee/history/index.htm#Corporations> (accessed on 26 October 2002).
- Modernising Company Law, Cm 5553 (2002), vol II, clause 153 and The Company Law Review Steering Group, Modern Company Law for a Competitive Economy: Final Report, (URN 01/942, vol 1, DTI, 2001), para 7.13. Companies Act (UK) s 372 currently only allows proxies to speak at meetings of private companies.
- Corporations Act (Aust).s 250A(4)(c).
- Second Consolidated Trust Limited v Ceylon Amalgamated Tea and Rubber Estates Ltd [1943] 2 All ER 567, 570.
- See, eg, Second Consolidated Trust Limited v Ceylon Amalgamated Tea and Rubber Estates Ltd, ibid, and ASIC v Whitlam [2002] NSWSC 591; (2000) 42 ACSR 407; 20 ACLC 1333. Note in this regard that the White Paper (Modernising Company Law, Cm 5553 (2002), vol II clauses 164–68) proposes to introduce a new statutory right for members to require the directors to commission a scrutiny report of a poll.
- See discussion infra at nn. 139–40.
- Sch 1, cl 7.
- Supra, n. 47, recommendation 20 and paras 4.132–4.136.
- In England, see Cousins v International Brick Co Ltd [1931] 2 Ch 90. In Australia, see s 249Y(3).
- CASAC, supra, n. 47, para 4.150 and The Company Law Review Steering Group, Modern Company Law for a Competitive Economy: Developing the Framework, (URN 00/656, DTI, March 2000), para 4.49.
- Section 249S.
- Supra, n. 37, questions 5–11.
- Citing Byng v London Life Association Ltd [1990] Ch 170.
- BP Amoco plc, reg 48.
- Supra, n. 39, para 7.7.
- Supra, n. 40, para 5.22.
- This is how this issue has been dealt with in the New Zealand Companies Act 1993, sch 1 cl 5(2).
- Corporations Act (Aust) s 250J provides for an initial vote on a show of hands and is a replaceable rule. In Britain, voting on a show of hands is provided for in Table A, reg 46. Although it would be possible to devise an electronic equivalent of voting on a show of hands, there would seem to be little point in doing this. The only justification for retaining this voting method in the context of a physical meeting is that it is an expeditious way of dealing with non-contentious business. However, if votes are being tallied electronically, this consideration would be irrelevant.
- In March 2001, 21 of the top 100 Australian companies had an archive of their AGM webcast on their websites: E Boros, “Corporations Online” (2001) 19 Company & Securities Law Journal 492, 505.
- MD Goldman and EM Filliben, “Corporate Governance: Current Trends and Likely Developments for the Twenty-First Century” (2000) 25 Delaware Journal of Corporate Law 683, 694.
- But cf Ryan v South Sydney Junior Rugby League Club Ltd (1974) 3 ACLR 486.
- Supra, n. 37, para 30.
- Submissions of GLB Pitt and ICSA in response to question 12. (All references to submissions are to responses to the Steering Group consultation on general meetings, supra, n. 37).
- Submissions of GLB Pitt, The Institute of Chartered Accountants of Scotland, ICSA and the Association of Investment Trust Companies to question 1.
- Submission of Babcock International Group PLC (Company Secretarial Department) to question 1. See also submissions of Linklaters and PricewaterhouseCoopers.
- Submission of SW Blunt to question 1. See also the submissions of The General Council of the Bar, UK Shareholders’ Association and Fund Managers’ Association.
- Submission of the TUC to question 1. See also the submission of D Buskell to question 12.
- Submission of PIRC to question 12.
- Submissions of The Law Society and Linklaters to question 12.
- Supra, n. 100, para 4.27.
- Modernising Company Law, Cm 5553 (2002), Vol I, para 2.15.
- Supra, n. 47, para 4.143.
- 8 Del C § 211(a)(2)b.(ii).
- B Romanek, “Technology Trends for 2002” 5 No 8 Wallstreetlawyer.com: Securities in the Electronic Age 25, January 2002 and B Romanek, “Electronic-Only Shareholders’ Meetings: Examining the Considerations” 4 No 2 e-Securities 3, October 2001.
- 97% of the shares were voted before the meeting, by fax: T Kamarauskas, “Inforte Corp Hosts Virtual Shareholder Meeting” 5 No 5 Wallstreetlawyer.com: Sec Elec Age 20, October 2001.
- Cf Kamarauskas, ibid with Romanek, supra, n. 124.
- 8 Del C § 211(a)(2)b.(i).
- R Kerber, “The Momentum Builds for Online-Only Annual Meetings” The Boston Globe, 22 July 2002, C1.
- An online only meeting has also been held by Ciber Inc: Kerber, ibid.
- Supra, n. 124.
- R Ranalli, “Corporate Meetings Bill is Shelved, Shareholder Group Raps Online Forums” The Boston Globe, 24 August 2001, B1.
- I am grateful to Mr David Cantrick-Brooks of Computershare Investor Services Pty Limited for much of the information on which this section is based.
- Companies Act (UK) s 372(5); Corporations Act (Aust) s 250B.
- N Hare, “Web-Based Proxy Voting Benefits Shareholders” 223(7) New York Law Journal 5 (col 1), 11 January 2000.
- Ibid.
- Supra, n. 9, para 4.6.
- See eg A Sampson, “Piece of Mind” Sydney Morning Herald, 1 August 2001, 8.
- For a fuller description of typical voting instruction arrangements in pension schemes see GP Stapledon, Institutional Shareholders and Corporate Governance (Oxford, Clarendon Press, 1996), 89. For diagrammatic representations of typical arrangements see G Stapledon and J Bates, “Making Voting Easier” (2000) 79 Governance 14.
- This committee was established by the National Association of Pension Funds to investigate shareholder voting. It reported in mid-1999.
- L Buckingham, ‘Fund Managers try pre-emptive reform of stakeholder voting’ The Guardian, 5 July 1999, 19; J Mackintosh, “City warned over shareholder voting” Financial Times, 6 July 1999, 9 and R Cowe, “Pension fund votes under fire” The Guardian, 6 July 1999, 23. For subsequent evidence of this problem see J Plender, “Butterfly balloting comes to the City: Bungled execution of shareholder votes has exposed a democratic defecit” Financial Times, 13 February 2001, 25.
- Buckingham, ibid. For examples of initiatives designed to address this, see Crest, Domestic Proxy Voting—Business description, White book, March 2002 and Enhancing CREST: January 2003—Domestic Proxy Voting, June 2002, both available on the Crest website <www.crestco.co.uk> under “Publications” (accessed 27 October 2002) and Manifest's VotePlus service <http://www.manifest.co.uk/services/VOTEPLUS%20summary.pdf> (accessed 27 October 2002).
- Supra, n. 138, 15.
- CASAC, supra, n. 47, para 2.43.
- Supra, n. 39, para 7.4.
- Modernising Company Law, Cm 5553 (2002), vol I, para 2.40.
- Ibid, Part III, para 202.
- See further, GP Stapledon and JJ Bates, “Unpacking the ‘interest-holders’ in a share: reducing the costs of voting” [2000] Company Financial and Insolvency Law Review 293, 297.
- Hare, supra, n. 134. See also J Dosick, “State Law Amendments Make it Easier to Implement Electronic Proxy Voting” 3 No 7 Wallstreetlawyer.com: Securities in the Electronic Age 19, December 1999.
- R Anderson, “All Parties Benefit by Using Technology in the Proxy Process” 222(74) New York Law Journal 11 (col 1) 14 October 99.
- Corporate disclosure: Strengthening the financial reporting framework (CLERP 9), 18 September 2002, para 11.3.3 and proposal 39.
- See eg Re Harmer (H R) Ltd [1959] 1 WLR 62.
- [1976] 2 NSWLR 477, 485.
- See discussion of Re Duomatic Ltd, supra, n. 62.
- In the foreword to G Bateman, Company Meetings: What you Need to Know (Chatswood, Butterworths, 2001), v–vi.
- See R Simmonds, “Why must we meet? Thinking about why shareholders meetings are required” (2001) 19 Company & Securities Law Journal 506, especially at 518 and S Bottomley, “From Contractualism to Constitutionalism: A Framework for Corporate Governance” (1997) 19 Sydney Law Review 277, 304–7.
- A Modern Regulatory Framework for Company Law in Europe: A Consultative Document of the High Level Group of Company Law Experts, ch 3.2, para 5, <http://europa.eu.int/comm/internal_market/en/company/company/modern/index.htm> (accessed on 26 October 2002).
- Ibid, para 8.
- See also G Ponds Kobler, “Shareholder Voting over the Internet: A Proposal for Increasing Shareholder Participation in Corporate Governance” (1998) 49 Alabama Law Review 673, 699–700; T Burns, “Implications of Information Technology on Corporate Governance” (2001) 9 International Journal of Law and Information Technology 21 and J Cook “Information and Communication Technology: The Internet and Company Law” ch 4 of the Literature Survey on Factual, Empirical and Legal issues—The ERSC centre for Business Research, University of Cambridge prepared for The Company Law Review Steering Group, July 1999, 14.
- In Australia, see eg Sampson, supra, n. 137, regarding North Ltd's plans to mine for uranium in Jabiluka, and the plans of its subsequent owner, Rio Tinto: I Howarth, “Rio Tinto Concedes Defeat on Jabiluka” Australian Financial Review, 19 April 2002, 534. In the UK see, eg, T Macalister, “Heat and light: The oil giant has worked hard to reinvent itself. But have green promises raised expectations too high? The jury is still out” The Observer, 5 November 2001, 10 regarding BP and Shell's approach to corporate social responsibility. In the US see, eg, DM Branson, “Corporate Governance ‘Reform’ and the New Corporate Social Responsibility” (2001) 62 University of Pittsburgh Law Review 605, at 614–15, who describes the contributions of law students to the corporate social responsibility movement in the US in the 1970s, particularly at General Motors.
- See, eg, R Taylor, “Shareholders back unions in Rio Tinto call” Financial Times, 4 May 2000, 28.
- In April 2000, a group of BP shareholders under the leadership of the World Wildlife Fund (WWF) proposed a resolution requesting the company to produce a report on how it assesses the risks associated with oil exploration and extraction in environmentally sensitive areas. The resolution received support from 11% of the proxies cast at the meeting: S Shah, “BP Pressured by ‘Pantomime’ Of Protests”, The Independent, 19 April, 2002, 21.
- The Company Law Review Steering Group, Modern Company Law for a Competitive Economy: The Strategic Framework, (URN 99/654, DTI, February 1999), ch 5.1.
- For an explanation of the Steering Group's conclusions on this issue see: Modern Company Law for a Competitive Economy: Completing the Structure, (URN 00/1335, DTI, November 2000), ch 3.
- White Paper (Modernising Company Law, Cm 5553 (2002), vol I, para 3.3.
- The potential to use the Internet in this way is also mentioned by Burns, supra, n. 158 and Cook supra, n. 158, 7 and 23.
Journal of Corporate Law Studies
Volume 3, 2003 - Issue 1