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Because Foss v Harbottle leaves the minority in an unprotected position, exceptions have arisen and statutory provisions have come into being which provide some protection for the minority. By far and away the most important protection is the unfair prejudice action in ss. 994-6 of the Companies Act 2006 (UK) (s 232 Corporations Act 2001 in ...
Smith v Croft (No 2) [1988] Ch 114 is a UK company law case concerning derivative claims. Its principle that in allowing a derivative claim to continue the court will have regard to the majority of the minority's views has been codified in Companies Act 2006 , section 263(4).
The board of directors invariably holds the right to sue in the company's name as a general power of management. [2] So if wrongs were alleged to have been done to the company, the principle from the case of Foss v Harbottle, [3] was that the company itself was the proper claimant, and it followed that as a general rule that only the board could bring claims in court.
Edwards v Halliwell [1950] 2 All ER 1064 is a UK labour law and UK company law case about the internal organisation of a trade union, or a company, and litigation by members to make an executive follow the organisation's internal rules.
An oppression remedy, intended to operate as an alternative to winding up a company, was adopted as s. 210 of the Companies Act 1948, [8] which declared: . 210. (1) Any member of a company who complains that the affairs of the company are being conducted in a manner oppressive to some part of the members (including himself) or, in a case falling within [s. 169(3)], the Board of Trade, may make ...
Unfair prejudice actions have generated an enormous body of cases, many of which are called "Re A Company", with only a six-digit number and report citation to distinguish them. They have become a substitute for the more restrictive conditions on a "derivative action", as an exception to the rule in Foss v Harbottle. [1]
Wallersteiner v Moir (No 2) [1975] QB 373 is a UK company law case, concerning the rules to bring a derivative claim. The updated law, which replaced the exceptions and the rule in Foss v Harbottle , is now contained in the Companies Act 2006 sections 260-264, but the case remains an example of the likely result in the old and new law alike.
Accordingly, minority shareholders who are prejudiced in this have to rely upon the common law exceptions to the rule set in Foss v Harbottle, [26] or seek a winding-up of the company on just and equitable grounds. Where a minority shareholder seeks a just and equitable winding-up, the court has a discretion to make a number of alternative ...