Minority Shareholders' Remedies

By Elizabeth J. Boros | Go to book overview

Index
abuse of power
majority voting power 194-5
potential for 5
administrative receiver
unfair prejudice/oppression petition, supervening appointment 162-3
administrator
derivative action to remove 190
unfair prejudice oppression petition, supervening appointment 162-3
annual general meeting
conduct of 60
institutions and other shareholders, resolution of conflicts between 61-2
articles of association
alteration
benefit of company, for 204, 208
class members, conferring rights on 75-81see alsoclass rights
common law proceedings 227
conflict of interests in 205-6
expropriation of shares, for see expropriation of shares, provision for, and compulsory acquisition of shares, amendment of articles for, below
external contracts based on constitution, effect of 88-90
fraud on holder of rights, as 207-8
general principles of law, subject to 204
majority voting power, limitations on 203-9
proper purposes test 208-9
protection from 104
removal of director, to allow 89
restrictions on 74 et seq rights of shareholders, prejudicing 206
shareholders' agreement, restriction by means of 83-90, 97
shares of minority, allowing appropriation of 208, 298-305
unfair prejudice/oppression 226-7
weighted voting on 81-2
compulsory acquisition/transfer, provisions on 105, 146-7, 262, 298
constitution, containing 66-7
contract not to alter 84-8
contractual effect 68, 71
disregard of rights 105-6
enforcement of
damages 73
declaration, remedy Of 72-3
injunction, remedy of 72-3
outsider rights 67-72
personal action, by 87-8, 225-6
remedies 72-3
shareholders' agreement, use of 91
enforcement of provisions, personal action for 187-8
expropriation of shares, amendment for
consideration 303
court, role Of 299-303
justification 315
majority, independence of 298
oppression 302-3
policy issues 34
procedure 298
proper purpose 302
protection of shareholders 315-16
shareholder information 303-4
statutory procedure, restrictions on availability 305
illiquidity, dealing with 105
impugned conduct permitted by 142
information about company affairs, provision for 105
legitimate expectations, relevance to 141-9
management participation, securing 105
model set of 67, 325-7
new members bound by 93
outsider rights
Australia, in 70-2
England, in 68-70
qua member rights distinguished 68-9, 71-2
participation in profits, provision for 104
parties to 91-3
pre-emption provisions in 105, 142-9
quorum requirements in 83
shareholders' agreement, advantage over 67
audit committees
Australia, listing rules in 27
establishment, failure of legislation concerning 23-4
increase in 50
recommendations for 23, 26, 28
Australian Investment Managers' Association
formation of 250

-331-

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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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