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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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This book is now Out of Print.
A new edition was published, see:
Hollington on Shareholders' Rights 7th ed with 1st Supplement isbn 9780414050921

Hollington on Shareholders' Rights 7th ed

ISBN13: 9780414027428
New Edition ISBN: 9780414050921
Previous Edition ISBN: 9780414023505
Published: December 2013
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback
Price: Out of print

This new edition has been updated with the latest developments, and contains full coverage of the various contexts in which shareholders can claim an entitlement to be treated with "good faith" and analogous duties by other joint venturers. It also brings the work up to date with recent cases on the statutory remedies including the derivative claim.

  • A completely fresh and re-organised analysis of the recognition, content and enforcement of a duty of good faith, and analogous duties, owed to shareholders by their co-joint venturers
  • A thorough re-examination of the roles of equity and wider concepts of commercial fair-dealing in this corner of commercial relations, in particular in the context of the dictum of Lord Hoffmann in O'Neill v Phillips (1999) that, for the purposes of the statutory remedies of unfair prejudice and just and equitable winding up, only settled and traditional equitable principles have a place, including the important recent decision of the UK Court of Appeal in Re Tobian Properties (2013)
  • The application of the statutory remedies for the protection of oppressed minorities in the case of public quoted companies: see the recent decision of the Hong Kong Court of Appeal in Re C Y Foundation Group Ltd (2013)
  • A fresh review of the law relating to the proper parties to unfair prejudice petitions and the persons against whom relief can be granted, drawing on recent case-law including Caldero v Beppler & Jacobson (2012-2013)
  • Recent case-law on the erosion of the principle of the distinct separation of shareholders from the corporate entity, including a fresh review of the recent House of Lords and Supreme Court decisions in Stone & Rolls v Moore Stephens (2009), HMRC v Holland (2010) and, last but not least, Petrodel v Prest (2013)
  • Recent case-law on the ability of the parties to exclude the jurisdiction of the court in the statutory remedies, ie. derivative claims, unfair prejudice, and winding up on the just and equitable basis, in favour of arbitration, in particular the recent UK Court of Appeal decision in Fulham FC v Richards (2011)

Company Law
Broad principles.
The bargain between shareholders.
Directors' duties.
Majority rule and equitable constraints.
The derivative claim.
The unfair prejudice remedy: principles.
Unfair prejudice 2: remedies.
Unfair prejudices 3: practice and procedure.
Winding-up on the just and equitable ground.
Personal rights of shareholders.
Foreign element.
Miscellaneous rights.
Limited liability partnerships.