Minority Shareholders' Remedies

By Elizabeth J. Boros | Go to book overview

Preface

The problems faced by a minority shareholder in a listed public company may be very different from those encountered by a shareholder in a twoperson company. The means available to remedy those problems will frequently also be quite different. This book identifies situations which commonly give rise to conflict between the interests of majority and minority shareholders in different types of company, and examines the various means by which these situations can be addressed.

Minority shareholders' remedies is an area which has developed quite profoundly in recent years. The contribution of the courts has been especially notable in two areas: the development of the 'oppression' or 'unfair prejudice' remedy, particularly in the context of disputes arising out of a breakdown in the relations between quasi-partners; and the resolution of the conflicts of interest associated with the compulsory acquisition of minority shareholdings remaining after a takeover. At the same time, there has been a growing trend for shareholders to try to regulate the internal governance of the companies in which they invest by non-litigious means. In closely-held companies, this has been reflected in the use of shareholders' agreements and specially drafted articles. In listed companies, there has been greater activism by shareholders concerning the governance of companies in which they invest, particularly by institutional shareholders.

Despite the increasing importance of Europe in shaping United Kingdom company law, and the less significant but nevertheless discernible influence of North American developments in Australia, company law in England and Australia has continued to develop in similar directions. However, minority shareholder complaints often arise in slightly different contexts in the two countries, and a comparison of how these problems are dealt with in different jurisdictions not only fills gaps which would otherwise exist in the treatment of a particular topic, but frequently also reveals an emerging pattern or underlying principle.

The law is stated as at 8 March 1995.

E. J. B.

-v-

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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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