By A. J. Boyle
The present kingdom of English corporation legislation on minority shareholders' treatments is analyzed within the mild of the united kingdom legislations fee, extra appraised and amplified by means of the corporate legislations evaluate guidance staff. The booklet covers the typical legislation activities by means of exception to the guideline in Foss v Harbottle, and the statutory treatments in terms of petition for unfair prejudice and/or simply and equitable finishing up. in addition to contemplating the complexities of by-product activities and statutory minority treatments, Boyle discusses destiny instructions for minority shareholders' treatments.
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Extra resources for Minority Shareholders’ Remedies
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50 Both sets of rules advanced the time when the court would decide whether leave to bring a derivative action should be granted. In most cases, this application will be heard by a master rather than a High Court judge. The new Part 19, rule 9 applies to derivative claims. 51 It is provided that the company must be made a defendant to the claims. 54 If the court gives the claimant permission to continue the claim, the time within which the defence must be filed is fourteen days after the date when the permission is given, or such period as the court may specify.
Foster [1918] 1 Ch 532 at 547. 26 Minority shareholders’ remedies company and will not permit an action to be brought in the name of the company’. 9 Fraudulent character of alleged breaches The second element concerns the kind of wrongful conduct by directors for which the minority may maintain a derivative action. Such actions are confined to situations ‘in which the acts complained of are of a fraudulent character or are beyond the powers of the company. 11 In such cases, the directors are accountable for a nonratifiable breach of trust and not merely for a breach of their fiduciary duties.
BGH Nominees should not be adopted here. It may be useful to quote a passage from Chief Justice King’s judgment in the Supreme Court of South Australia:32 I do not think that the procedure suggested in Prudential v. Newman could be applied in all cases. In many cases a hearing to determine whether there was a prima facie case would be almost as long as a full trial and a good deal less satisfactory. In such cases, the only reasonable course may be to determine the issue of standing, if raised as a preliminary issue, on the assumption that the allegations in the statement of claim are correct.