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Vol 23 No 3 March/April 2018

Book of the Month

Cover of Scamell and Gasztowicz on Land Covenants

Scamell and Gasztowicz on Land Covenants

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Hollington on Shareholders' Rights 7th ed: 1st Supplement

ISBN13: 9780414050815
Published: September 2015
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Paperback
Price: Out of print

This Supplement to the 7th Edition covers inter alia the following recent developments in the law.

Major Court of Appeal decisions in:

  • Re Charterhouse Capital Ltd the limits of the power of the majority either by special resolution to alter the articles of association of a company or by any form of resolution to expropriate compulsorily the minority
  • Eclairs Group Ltd v JKX Oil & Gas Plc a board of directors’ power to require disclosure of beneficial ownership of shares is not subject to the ordinary fiduciary qualification that it be exercised for a proper purpose
The useful judgment of Eder J. in Saltri III Ltd v MD Mezzanine SA SICAR (t/a Mezzanine Facility Agent) the old tension between the court’s desire to do justice and its recognition that the achievement of real justice in many relationships, particularly commercial ones, is beyond its modest reach.

The Supreme Court’s pronouncements on issues such as:

  • Piercing the corporate veil: Jetivia SA v Bilta (UK) Ltd (In Liquidation)
  • Williams v Central Bank of Nigeria limitation and constructive trustees
  • FHR European Ventures LLP v Cedar Capital Partners LLC proprietary remedies for breach of fiduciary duties by constructive trustees
The veritable renaissance of common law derivative claims, i.e. claims which fall outside the statutory regime and, in the wake of the Fort Gilkicker case, have to be brought under the old law: Abouraya v Sigmun

Recent developments in the field of the unfair prejudice remedy, such as Re Blue Index Lt, where it was held, not following earlier authority, that in general it was not appropriate to apply a discount for minority shareholding when valuing shares under the unfair prejudice remedy, even in a non-quasi-partnership case

Recent developments and new statutory provisions in the field of the disclosure of beneficial ownership of shares, including The Small Business, Enterprise and Employment Act 2015, expected to come into force next year, under which every non-exempted company, large or small, quoted or private, will be required to keep what is called a “PSC register”, open to public inspection subject to a proper purpose limitation, of persons who control more than 25 per cent of the company, or control the board, or exercise significant influence or control