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Vol 21 No 9 Sept/Oct 2016

Book of the Month

Cover of Goode on Commercial Law

Goode on Commercial Law

Edited by: Ewan McKendrick
Price: £170.00

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Law of Majority Shareholder Power: Use and Abuse

ISBN13: 9780199290567
New Edition ISBN: 9780198786320
Published: September 2008
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £192.50

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Majority shareholders often wish to act in ways that may disadvantage the minority. For example, it may be in the majority's interest to obtain complete control of a company by acquiring the minority's shares. Alternatively, the majority may want to increase their control without expropriating the minority's shares. The majority may wish, for example, to exclude the minority from participation in future rights issues.

In these kinds of situations, however, there is likely to be considerable uncertainty as to the risks that the exercise of the majority's power will be open to challenge by the minority. By providing distinct practical advice this book will assist majority shareholders in exercising their power, to enable them to avoid successful challenges brought by disgruntled minorities.

This book considers, firstly, different ways in which majority shareholders may exercise their power to expropriate shares from minority shareholders. It then analyses each of these methods and suggests ways of reducing the risks that such actionsof these methods may be challenged by disaffected minorities. Methods of expropriation included in this section include: the introduction of expropriation provisions into a company's articles of association; schemes of arrangement under s 425; and compulsory acquisition of shares under ss 428-430.

Further, the authors consider ways in which majority shareholders may control minority shareholders without expropriating shares from them. Topics in this section include the majority's power to vary rights attached to the minority's shares and to exclude the minority from participation in rights issues.

Finally, the book discusses a variety of other topical issues that are relevant to majority control, for example, the extent of the majority's power to ratify wrongs they have committed against the company and the majority's power to limit dissent at company meetings.

This new work will provide an invaluable reference guide to anyone advising majority shareholders. It is the first of it kind to concentrate offering practical advice to majority shareholders on ways of minimising the risk that their actions are being challenged.

Company Law
Part I: Introduction
1. Purpose of book
2. Methods of controlling the exercise of majority power
Part II: Expropriation of Shares
3. Drag-along provisions
4. Forfeiture provisions
5. "Squeeze-out" mechanisms
6. Consolidation and sale of fractions of shares
7. Compulsory Acquisition under sections 428-430 of the Companies Act 1985
8. Schemes of arrangement under section 425 of the Companies Act 1985
Part III: Shares and Share Capital
9. Rights issues and other capital issues
10. Rights attached to shares
11. Variation of rights attached to shares
Part IV: Other Relevant Issues
12. Terminating shareholder agreements
13. Company meetings
14. Shadow directorship
15. Ratification;