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Vol 23 No 5 May/June 2018

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Cover of Drafting Commercial Agreements

Drafting Commercial Agreements

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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

Company Law, Supplements
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