Subjects:

Company Law

Contents:

Introduction

Broad principles

The bargain between shareholders

Directors' duties

Majority rule and equitable constraints

The rule in Foss v Harbottle and the exception thereto: the derivative claim

The unfair prejudice remedy: principles

Unfair prejudice 2: remedies

Unfair prejudice 3: practice and procedure

Winding-up on the just and equitable ground

Personal rights of shareholders

Foreign element

Miscellaneous rights

Tax issues

Shareholders’ Rights explains the principles behind the rights of individual shareholders in a company. The roles of minority and majority shareholders are analysed showing where the power lies.

There is expert coverage of principles of partnership law, analysis on articles of association, shareholders’ agreements and the fiduciary duties of directors. Unfair prejudice remedies are explained and there’s guidance on the correct procedure to follow.

International considerations for shareholders rights are addressed throughout so you can make sure you deal with them appropriately.

• Everything you need to know about shareholders’ rights
• Provides a one-stop source of information on the rights of shareholders
• Shows you what the law says and how it has been applied
• Explains the principles that govern the rights of an individual shareholder in a company and the balance of power between the majority and minority shareholders
• Clarifies the basis upon which the law in this area is built
• Examines the principles of partnership law, such as good faith, which have been adopted in company law
• Includes in-depth analysis on articles of association, shareholders’ agreements and the fiduciary duties of directors
• Explains the principles, remedies, practice and procedure of unfair prejudice remedies
• Covers the impact of the Companies Act 2006, notably codification of the law relating to directors’ duties and to derivative claims
• Updates you on recent key cases, such as Re Chime Corp Ltd, Blackmore v Richardson, Grace v Biagioli, and Re Titanium Electrode Products Ltd
• Considers the international element to shareholder’s rights in full
• Includes precedents for guidance and to provide drafting templates including a Tomlin order and a ‘Wallersteiner’ costs indemnity order
• Provides updating supplements so you are on top of the latest changes