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Minority Shareholders: Law, Practice, and Procedure 6th Revised edition [Hardback]

(Barrister, Serle Court), (Barrister, Temple Chambers, Hong Kong), (Barrister, Serle Court), (Barrister, Serle Court), (Barrister, Serle Court)
  • Formāts: Hardback, 720 pages, height x width x depth: 248x177x42 mm, weight: 1352 g
  • Izdošanas datums: 20-Dec-2018
  • Izdevniecība: Oxford University Press
  • ISBN-10: 0198820380
  • ISBN-13: 9780198820383
Citas grāmatas par šo tēmu:
Minority Shareholders: Law, Practice, and Procedure 6th Revised editionPalielināt
  • Formāts: Hardback, 720 pages, height x width x depth: 248x177x42 mm, weight: 1352 g
  • Izdošanas datums: 20-Dec-2018
  • Izdevniecība: Oxford University Press
  • ISBN-10: 0198820380
  • ISBN-13: 9780198820383
Citas grāmatas par šo tēmu:
Permanent link: https://www.kriso.lv/db/9780198820383.html
Keywords:
This well-established and authoritative work is the most detailed reference source on the law relating to minority shareholders. As more and more legal emphasis is put on corporate governance, and as the influence of shareholder activism continues to grow, practitioners increasingly need a source of up-to-date and detailed information on the rights and remedies available to the minority. This is the only book to focus on this increasingly topical and important subject.

This sixth edition features a new chapter on share purchase orders and valuation. There is expanded coverage of the relevant non-UK authorities, including cases from Hong Kong, Singapore, the British Virgin Islands, and Cayman. There is also more detailed analysis of shareholder agreements and related developments in contract law relevant to minority shareholders (e.g., arguments around implied terms and good faith). The new edition also covers significant developments in case law, such as Eclairs Group Ltd v JKX Oil & Gas plc.

Recenzijas

This is the sixth edition of this definitive work - an ample testament to its reliability and authority. ... no practitioner library should be without this definitive work of reference, with its complete and comprehensive coverage of a key area of law. * Phillip Taylor MBE, Head of Chambers, and Elizabeth Taylor, Richmond Green Chamber *

Table of Cases
xvii
Table of Legislation
xlvii
Abbreviations lix
Introduction
David Drake
Minority Shareholder Rights: Sources and Remedies
1(5)
Organization of the Book
6
1 Directors' Duties
David Drake
The Common Law and the Companies Act 2006
1(13)
Duty to Act within Powers
14(5)
Duty to Promote the Success of the Company
19(26)
Duty to Exercise Independent Judgement
45(5)
Duty to Exercise Reasonable Care, Skill, and Diligence
50(4)
Conflicts, Profits, Disclosure, and Consent
54(15)
The Duty to Avoid Conflicts of Interest
69(5)
The Duty Not to Accept Benefits from Third Parties
74(1)
The Duty to Declare an Interest in a Proposed Transaction or Arrangement
75(2)
Authorization and Ratification
77(3)
Other Duties and Liabilities
80
2 Derivative Claims
Daniel Lightman
Personal Rights of the Shareholder and Rights of the Company
1(4)
Control of Litigation in the Name of the Company
5(5)
The Common Law Derivative Claim
10(10)
The Statutory Derivative Claim
20(18)
Procedure
38(1)
Pre-action Conduct
39(4)
Parties to the Proceedings
43(4)
Commencement of Proceedings
47(4)
The Application for Permission to Continue
51(8)
The First Stage
59(11)
The Second Stage
70(38)
Sections 262 and 264
108(4)
Indemnity as to Costs
112(19)
The Role of the Company at the Permission Stage
131(18)
Legal Aid/Conditional Fee Agreements
149(2)
Procedure Generally
151(4)
Using Section 996(2)(c) to Bring a Derivative Claim
155(4)
The Relationship between a Personal Claim and a Derivative Claim
159(3)
The Use of the Statutory Derivative Claim
162(5)
Companies in Receivership or Liquidation
167(5)
Foreign Companies
172(9)
Multiple Derivative Claims
181
3 Personal Claims
Victor Joffe
Giles Richardson
Nature of Personal Claims
1(3)
The Statutory Contract
4(23)
Objections to Alterations to the Articles
27(26)
Enforcement of Directors' Duties
53(11)
Ultra Vires Transactions
64(1)
Shareholders' Agreements
65(14)
Procedure
79(1)
Representative Claims
80(4)
Derivative Claims and Personal Claims
84(1)
The No Reflective Loss Principle
85(18)
Summary of the No Reflective Loss Principle
103(1)
Basis and Operation of the No Reflective Loss Principle
104(7)
Applicability of the No Reflective Loss Principle
111(42)
Credits
153(2)
Pre-Trial Application of the No Reflective Loss Principle
155(8)
The Burden of Proof
163(8)
Limits to the No Reflective Loss Principle
171(55)
Human Rights Aspects
226
4 Rights Conferred on Shareholders by the Companies Act 2006
Timothy Collingwood
Class Rights
2(19)
Meetings of the Company
21(26)
Inspection of Registers and Documents
47(16)
Rectification of the Register of Members
63(29)
The `Squeeze-out' and `Sell-out' Provisions of CA 2006, Part 28
92(33)
Procedure
125
5 Just and Equitable Winding Up
Giles Richardson
Introduction
1(1)
Who may Petition?
2(8)
When may Contributories Petition?
10(14)
Scope of the Remedy
24(9)
The Relationship between `Just and Equitable Winding Up' and `Unfair Prejudice
33(7)
Cases where the Remedy is Available
40(20)
Exclusion of the Just and Equitable Regime
60(2)
Forcing a Winding Up
62(3)
Circumstances in which a Winding Up Will Not be Granted
65(4)
The Existence of an Alternative Remedy
69(20)
Arbitration Clauses
89(4)
Procedure
93
6 Unfair Prejudice: The Statutory Remedy
Victor Joffe
Timothy Collingwood
Introduction: The Statutory Provisions
1(2)
The Meaning of `Member': Who may Petition
3(16)
The Meaning of `Company': Organizations in Respect of which the Remedy may be Granted
19(2)
The Company's Affairs
21(32)
The Occurrence of the Complaints Made in the Petition
53(8)
The Meaning of `Interests'
61(9)
The Meaning of `Unfairly Prejudicial'
70(53)
Equitable Considerations and Third Parties
123(4)
Unfair Prejudice: Public Companies
127(8)
Objective Nature of Conduct
135(2)
`No-fault Divorce' and Deadlock
137(6)
Examples of Unfairly Prejudicial Conduct
143(103)
The Reladonship of Derivative Claims to Section 994
246(21)
The Operation of Compulsory Purchase Provisions
267(14)
The Effect on the Petition of the Petitioner's Conduct
281(9)
Arbitration Clauses
290
7 Unfair Prejudice: Remedies and Valuation
David Drake
Daniel Lightman
Introduction: The Statutoiy Basis
1(19)
The Range of Remedies
20(30)
Valuation: Legal, Accounting, and Practical Issues
50
8 Companies Act 2006, Section 994 Petitions: Procedure
David Drake
Daniel Lightman
Letter/Offer before Action
1(5)
Disclosure before Presentation of Petition
6(6)
Parties to the Petition
12(6)
Form of Petition
18(10)
Presentation of the Petition
28(2)
Procedure up to the First Hearing
30(4)
Directions for the Further Conduct of the Petition
34(2)
Stay for Arbitration
36(1)
Disclosure
37(15)
Amendment of Petition and Statements of Case
52(5)
Counterclaims and Other Additional Claims
57(12)
Applications for Interim Relief and Summary Judgment
69(25)
Case Management
94(12)
Split Trial
106(6)
The Striking Out of Claims which are Misconceived, Hopeless, or Inappropriate in Substance
112(17)
Delay and Other Procedural Default
129(27)
Offers for the Purchase of the Petitioner's Shares
156(25)
Hearing of the Petition
181(4)
Order on the Petition
185(4)
Funding of the Costs of the Proceedings
189(24)
Appeals
213
9 Foreign Aspects
Victor Joffe
David Drake
Introduction
1(1)
Winding Up on the Just and Equitable Ground
2(59)
Unfair Prejudice Relief
61(26)
Derivative Claims
87(1)
Personal Claims
88(507)
Appendix: Forms and Precedents 595(48)
Timothy Collingwood
Index 643
Victor Joffe QC is a barrister formerly based at Serle Court in London, now 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 QC 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 practice and extensive experience of claims concerned breaches of duty, and of shareholder disputes.