Franklin

Minority Shareholders' Remedies.

Author/Creator:
Boyle, A. J.
Publication:
Cambridge : Cambridge University Press, 2002.
Format/Description:
Book
1 online resource (168 pages)
Series:
Cambridge Studies in Corporate Law
Cambridge Studies in Corporate Law ; v.2
Status/Location:
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Other records:
Subjects:
Stockholders' derivative actions -- Great Britain.
Form/Genre:
Electronic books.
Summary:
In this book the state of English company law on minority shareholders' remedies is analysed following the UK Law Commission.
Contents:
Cover
Half-title
Series-title
Title
Copyright
Contents
Preface
Table of cases
Table of statutes
1 The rule in Foss v. Harbottle
Introduction
The origins of the English rule in Foss v. Harbottle
Judicial analysis of the rule
Judicial policies justifying the rule
The minority shareholder as an 'unfavoured litigant'
The movement for reform
Minority litigation against listed plcs
The contract of association as a source of shareholder remedies
The special character of the membership contract
'Outsider rights' in the articles
Theorising Foss v. Harbottle
Difficulties with this theory
The use of statutory remedies to 'bypass' the Foss v. Harbottle rule
2 Shareholder actions by exception to the rule
Direct and derivative actions
The derivative action
The fraud on a minority 'exception'
Fraudulent character of alleged breaches
Wrongdoer control
The aftermath of the Prudential case
Procedural reform: the Civil Procedure Rules as amended
Funding derivative actions: costs indemnity orders
The derivative action in the United States
The American version of the Foss v. Harbottle rule
Subsequent development of the 'demand' rule
The abuse of derivative suits
The American Law Institute's solution
Demand on the shareholders
The percentage of capital solution: France and Germany
French law
German law
Appointment of 'special auditors'
'Direct' shareholders' suits
Categories of direct action
The procedural form of shareholders' claims
Financing 'direct' claims
3 A new derivative action
Introduction
The 'scope' of the new remedy
Majority shareholders
Officers and employees
The full range of directors' duties
Personal actions
The plaintiff in derivative actions.
Primary legislation and rules of court: implementation of the new procedure
The procedural framework for the application of leave
The issues relevant to the grant of leave
The 'specific matters' to be considered by the court
The court's ancillary powers in a derivative action
The court's power to adjourn so that the company may call a meeting
The court's power to substitute claimants or permit discontinuance or compromise of proceedings
Costs indemnity orders
Remedial procedures rejected by the Report
The court's power to appoint an independent expert
Pro rata recovery in a derivative action
Multiple derivative actions
Company failing to pursue proceedings
The Scottish derivative action
Conclusions
4 The statutory minority remedies
Introduction
Just and equitable winding up
The concept of unfair prejudice
'Unfair prejudice' in the House of Lords
Varied applications of the remedy
Choice of remedies
The offer to buy as a bar to a winding up
The offer to buy as a bar to an unfair prejudice petition
The remedies available to the court
Procedure
Access and locus standi
Theorising 'unfair prejudice'
5 Reforming the statutory remedies
The new additional unfair prejudice remedy for smaller companies
The Law Commission's critique of its own proposals
The solution in the Report
The alternative approach
Practical working of the presumptions
'No fault' situations excluded
Reflections and subsequent developments
Winding up as a section 461 remedial order
Requirements for leave
Proposed limitation period for unfair prejudice proceedings
Procedural changes
The outlook for reform
The right of exit: shareholders' self-help
Circumstances giving rise to exit right
The method of valuation
'Independent person'
Appraisal of the exit remedy.
Other 'additions' to Table A rejected
Index.
Notes:
Description based on publisher supplied metadata and other sources.
Local notes:
Electronic reproduction. Ann Arbor, Michigan : ProQuest Ebook Central, 2021. Available via World Wide Web. Access may be limited to ProQuest Ebook Central affiliated libraries.
Other format:
Print version: Boyle, A. J. Minority Shareholders' Remedies
ISBN:
9780511156588
9780521791069
OCLC:
70751017