Minority Shareholders' Remedies

By Elizabeth J. Boros | Go to book overview

I
Introduction
This book considers the position of minority shareholders under English and Australian law. It identifies the most common complaints expressed by minority shareholders, examines the relief which is available both in the courts and by self-help measures, and applies these two forms of relief to the identified complaints.For the purposes of cataloguing minority shareholders' complaints, companies have been divided into three broad types:1
1. (1) listed public companies;
2. (2) quasi-partnership and joint venture companies; and
3. (3) a residual category of companies.

Both the susceptibility of shareholders to particular oppressive practices, and the means available to remedy or prevent them vary according to the nature of the company. The nature of minority shareholders' complaints and the companies in which they occur are examined in Chapter 2.

The first avenue of relief examined is self-help, and is covered in Chapters 3-5. This is directed primarily at prevention rather than cure. Depending on the relative negotiating strengths of the parties the minority shareholders may be able to secure the adoption of a structure which minimizes the potential for oppression. The form which such structural changes may take depends upon the type of company. For example, institutional shareholders in listed companies may collectively have sufficient power to secure measures such as the appointment of non- executive directors to the board, whereas, in quasi-partnership and joint venture companies, shareholders may use devices such as shareholders' agreements, weighted voting and class rights to protect their position.

The second avenue of relief discussed is recourse to the courts, and is covered in Chapters 6-10. Rather than the usual chronological approach to analysing the various available remedies, the discussion in Chapters 6-9

____________________
1
Companies falling into the first category will necessarily be public. Whether companies of the latter two types are officially classified as 'public' or 'private' is not critical to the following discussion, and is influenced by the differing methods of classification adopted in the United Kingdom and Australia. Cf. ss. 1(3) and 118, CA 1985 (UK) which contain an inclusive definition of public company with ss. 9 and 116, CL (Aust) which instead adopt an inclusive definition of proprietary company, with public companies forming the residual category.

-3-

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Minority Shareholders' Remedies
Table of contents

Table of contents

  • Title Page iii
  • Preface v
  • Acknowledgments vi
  • Contents vii
  • Abbreviations viii
  • Table of Cases xi
  • Table of Statutes xxxvii
  • Regulations and Statutory Instruments *
  • Part I - The Problem 1
  • I - Introduction 3
  • 2 - Common Complaints of Minority Shareholders 5
  • Part II - Prevention 11
  • 3 - Self-Help in Listed Companies 13
  • Contents 13
  • 4 - Self-Help in Quasi-Partnership and Joint Venture Companies 63
  • Contents 63
  • 5 - Self-Help in Other Companies 107
  • Part III - Remedy 109
  • 6 - The Oppression/Unfair Prejudice Remedy 111
  • 7 - Winding Up 166
  • Contents 166
  • 8 - Common Law Relief 183
  • Contents 183
  • 9 - Application of Litigious Remedies to Identified Complaints 218
  • Contents 218
  • 10 - Compulsory Acquisition 260
  • Contents 260
  • Part IV - Conclusions 317
  • II - Overview and Conclusions 319
  • Contents 319
  • Index 331
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