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Vol 21 No 11 Nov/Dec 2016

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Shareholders' Rights 6th ed: 1st Supplement


ISBN13: 9780414023499
Published: October 2012
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback
Price: Out of print



This Supplement to the 6th Edition of Shareholder’s Rights brings the main work up-to-date with new case law, including many Hong Kong, BVI and Cayman Islands cases, and in particular:-

  • Covers F&C Alternative Investments (Holdings) Ltd v Barthelemy on the exceptional recognition of a fiduciary relationship between shareholders and members of LLP’s
  • Examines recent cases on the construction and implication of terms in articles of association and shareholders’ agreements, including Cream Holdings v Davenport
  • Focuses on the construction, implication and application of contractual duties of good faith in shareholders’ agreements
  • Follows the several recent judgments of David Richards J. (and the Court of Appeal) in the long-running case of McKillen v Misland (Cyprus) Investments Ltd, culminating in Re Coroin Ltd
  • Re-evaluates Oak Investment Partners XII Ltd Partnership v Boughtwood
  • Discusses the recent judgment of Arden L.J. in Annacott Holdings Ltd, Re v Attwood, a case concerned with excessive directors’ remuneration and case management
  • Looks at the recent judgment of Barma J. in Re CY Foundation Group Ltd, in which relief was granted on the unfair prejudice ground in respect of a listed company for breach of the listing rules
  • Discusses Crossco No.4 Unlimited v Jolan, where the Court of Appeal was divided as to the basis of its earlier decision in Banner Homes v Luff Developments
  • Reviews Caldero Trading Ltd v Beppler & Jacobson Ltd
  • Looks at recent Court of Appeal decisions concerned with judicial interference with expert valuations
  • Reviews the judgment of Briggs J. in Re Rodenstock Gmbh on the question of the court’s jurisdiction to wind up foreign companies

Subjects:
Company Law, Supplements
Contents:
1. Introduction
2. Broad Principles
3. The Bargain between Shareholders
4. Directors' Duties
5. Majority Rule and Equitable Constraints
6. The derivative claim: the rule in Foss v Harbottle and the exception thereto
7. The Unfair Prejudice Remedy: Principles
8. Unfair Prejudice 2: Remedies
9. Unfair Prejudice 3: Practice and Procedure
10. Winding-up on the Just and Equitable Ground
11. Personal Rights of Shareholders
12. Foreign Element
13. Miscellaneous Rights
14. Limited Liability Partnerships
Appendices