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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.
In the United Kingdom, an action brought by minority shareholder(s) could only in exceptional circumstances be upheld under the doctrine of Foss v Harbottle in 1843 as to who is the "proper claimant/plaintiff". Exceptions involve ultra vires and, similarly, fraud on minority.
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.
Pender v Lushington (1877) 6 Ch D 70 is a leading case in UK company law, which confirms that a company member's right to vote may not be interfered with, because it is a right of property. Furthermore, any interference leads to a personal right of a member to sue in his own name to enforce his right.
Adshead was one of the defendant directors in the landmark case Foss v Harbottle (1843) 67 ER 189, which established the precedent that where a wrong is alleged to have been done to a company, the proper claimant is the company itself. Adshead became a member of Manchester Corporation, serving as Alderman for St. Anne's Ward.
Burland v. Earle (1901) was the fraud in the exception to the contract rules since 1843 in Foss v. Harbottle (1901). Noakes Co v. Rice (1901) and Bradley v. Carritt (1903) were cases about the collateral benefits in mortgage laws. In Ruben v. G. Fingall Cons (1906) it was established the effects of a forged certificate on a company.