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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 ...
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.
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).
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.
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]
Foss v Harbottle (1843) 2 Hare 461 (and the eponymous "rule in Foss v Harbottle"), and; Henderson v Henderson (1843) 3 Hare 100; He was also the judge at first instance in Foley v Hill (1848) 2 HLC 28.
1843 in United States case law (1 P) Pages in category "1843 in case law" ... Forster v Wilson; Foss v Harbottle; H. Henderson v Henderson This page was ...