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Minority Shareholders: Law, Practice, and Procedure 5th Revised edition [Hardback]

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(Serle Court), (Temple Chambers), (Serle Court), (Serle Court), (Serle Court)
  • Formāts: Hardback, 676 pages, height x width x depth: 248x176x41 mm, weight: 1318 g
  • Izdošanas datums: 22-Jan-2015
  • Izdevniecība: Oxford University Press
  • ISBN-10: 0199687978
  • ISBN-13: 9780199687978
Citas grāmatas par šo tēmu:
Minority Shareholders: Law, Practice, and Procedure 5th Revised editionPalielināt
  • Formāts: Hardback, 676 pages, height x width x depth: 248x176x41 mm, weight: 1318 g
  • Izdošanas datums: 22-Jan-2015
  • Izdevniecība: Oxford University Press
  • ISBN-10: 0199687978
  • ISBN-13: 9780199687978
Citas grāmatas par šo tēmu:
Permanent link: https://www.kriso.lv/db/9780199687978.html
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This well-established work on the law relating to minority shareholders provides practitioners with the most detailed reference on the subject.

The new edition includes a chapter on foreign aspects of minority shareholder litigation which covers all of the jurisdictional and procedural issues concerned with litigation involving foreign companies and foreign parties. There are also substantially more detailed chapters on directors' duties and derivative claims.

The new edition includes analysis of many important decisions covering the following areas:
DT Derivative claim procedure and alternative remedies
DT Unfairly prejudicial conduct, attribution of responsibility and appropriate parties
DT Personal rights of shareholders, their liability and piercing the corporate veil
DT The mechanics of share valuation

As in previous editions, the fifth edition provides the best-organised, and most accessible analysis available of the application of legislation and authorities to difficult areas of practice. It contains a very detailed treatment of procedural matters and incudes practical guidance and tools such as precedents.

Recenzijas

This is an excellent guide to what is undoubtedly both a highly technical and broad jurisdiction. The authors, all practising barristers, set out the contents of the books chapters each described by way of the type of claim or the nature of the relief sought, with precision. The material is accessible and up to date and supported by authority at every turn ... This book is an excellent guide to the remedies available to minority shareholders and I recommend it to practitioners working in this area and others who have occasion to do so from time to time. * Simon Duncan, Solicitor, Moon Beever Solicitors *

Table of Cases xvii
Table of Legislation xlv
Abbreviations lix
Introduction
David Drake
Minority Shareholder Rights: Sources and Remedies
Organization of the Book
1 Directors' Duties
David Drake
The Common Law and the Companies Act 2006*
Duty to Act within Powers
Duty to Promote the Success of the Company
Duty to Exercise Independent Judgement
Duty to Exercise Reasonable Care, Skill, and Diligence
Conflicts, Profits, Disclosure, and Consent
The Duty to Avoid Conflicts of Interest
The Duty Not to Accept Benefits from Third Parties
The Duty to Declare an Interest in a Proposed Transaction or Arrangement
Authorization and Ratification
Other Duties and Liabilities
2 Derivative Claims
Daniel Lightman
Personal Rights of the Shareholder and Rights of the Company
Control of Litigation in the Name of the Company
The Common Law Derivative Claim
The Move to Reform
The Statutory Derivative Claim
Procedure
Pre-action Conduct
Parties to the Proceedings
Commencement of Proceedings
The Application for Permission to Continue
The First Stage
The Second Stage
Sections 262 and 264*
Indemnity as to Costs
The Role of the Company at the Permission Stage
Legal Aid/Conditional Fee Agreements
Procedure Generally
Using Section 996(2)(c) to Bring a Derivative Claim
The Relationship between a Personal Claim and a Derivative Claim
The Use of the Statutory Derivative Claim
Companies in Receivership or Liquidation
Foreign Companies
Multiple Derivative Claims
3 Personal Claims
Victor Joffe
Giles Richardson
Nature of Personal Claims
The Statutory Contract
Objections to Alterations to the Articles
Enforcement of Directors' Duties
Ultra Vires Transactions
Shareholders' Agreements
Procedure
Representative Claims
Derivative Claims and Personal Claims
The No Reflective Loss Principle
Basis and Operation of the No Reflective Loss Principle
Applicability of the No Reflective Loss Principle
Credits
Pre-Trial Application of the No Reflective Loss Principle
The Burden of Proof
Limits to the No Reflective Loss Principle
Human Rights Aspects
4 Rights Conferred on Shareholders by the Companies Act 2006*
Timothy Collingwood
Class Rights
Meetings of the Company
Inspection of Registers and Documents
Rectification of the Register of Members
The 'Squeeze-out' and 'Sell-out' Provisions of CA 2006, Part 28*
Procedure
5 Just and Equitable Winding Up
Giles Richardson
Introduction
Who may Petition?
When may Contributories Petition?
Scope of the Remedy
The Relationship between 'Just and Equitable Winding Up' and 'Unfair Prejudice'
Cases where the Remedy is Available
Exclusion of the Just and Equitable Regime
Forcing a Winding Up
Circumstances in which a Winding Up Will Not be Granted
The Existence of an Alternative Remedy
Arbitration Clauses
Procedure
6 Unfair Prejudice: The Statutory Remedy
Victor Joffe
Timothy Collingwood
Introduction: The Statutory Provisions
The Meaning of 'Member': Who may Petition
The Meaning of 'Company': Organizations in Respect of which the Remedy may be Granted
The Company's Affairs
The Time of Occurrence of the Complaints Made in the Petition
The Meaning of 'Interests'
The Meaning of 'Unfairly Prejudicial'
Equitable Considerations and Third Parties
Objective Nature of Conduct
'No-fault Divorce' and Deadlock
Examples of Unfairly Prejudicial Conduct
The Relationship of Derivative Claims to Section 994*
The Operation of Compulsory Purchase Provisions
Effect of Agreement by the Petitioner for Sale of his Shares
The Effect on the Petition of the Petitioner's Conduct
Remedies
7 Companies Act 2006, Section 994 Petitions: Procedure
David Drake
Daniel Lightman
Letter/Offer before Action
Disclosure before Presentation of Petition
Parties to the Petition
Form of Petition
Presentation of the Petition
Fixing the Return Day
Service
Return Day and Directions for the Further Conduct of the Petition
Stay for Arbitration
Disclosure
Amendment of Petition and Statements of Case
Counterclaims and Other Additional Claims
Applications for Interim Relief and Summary Judgment
Case Management
Split Trial
The Striking Out of Claims which are Misconceived, Hopeless, or Inappropriate in Substance
Delay and Other Procedural Default
Offers for the Purchase of the Petitioner's Shares
Hearing of the Petition
Order on the Petition
Funding of the Costs of the Proceedings
Appeals
8 Foreign Aspects
Victor Joffe
David Drake
Introduction
Winding Up on the Just and Equitable Ground
Unfair Prejudice Relief
Derivative Claims
Personal Claims
Appendix: Forms and Precedents 539(64)
Timothy Collingwood
Index 603
Victor Joffe QC is a barrister based at Temple Chambers in Hong Kong. He specialises in corporate law relating to shareholder and internal disputes, corporate governance, protection of minority rights, directors' duties, and derivative actions.

David Drake is a barrister based at Serle Court in London and has a broad commercial chancery practice.

Giles Richardson is a barrister based at Serle Court in London. His practice encompasses a wide range of commercial and chancery disputes.

Daniel Lightman is a barrister based at Serle Court in London specialising in civil fraud, commercial litigation, professional negligence, and company law.

Timothy Collingwood is a barrister based at Serle Court in London. He has a broad commercial and chancery practive and extensive experience of claims concerned breaches of duty, and of shareholder disputes.