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Shareholder Actions

Authors: Andrew Charman, MA (Cantab) of Lincoln’s Inn, Barrister, formerly a Solicitor, Johan du Toit SC, BProc. LLB (UFS), LLM (Corporate Law) (cum laude), (UJ) of the Middle Temple, Barrister, Jakub Adamski, BA, LLB/BCL (McGill), LLM (Columbia), Eile Gibson, LLB, LLM (UCL), ACIS, CTA, Professor Michael Legg, Maisa Merabe, B.Iuris, LLB, LLM (UFS), Sera Mirzabegian SC, BEc (SocSc), LLB (Hons), MIL (Sydney), Angel Swan, Counsel, and Derek Wong, BCom (Int Bus)/LLB (Hons 1) (UNSW), LLM (Hons 1) (Cantab)

ISBN: 9781526519986

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Edition: 3rd

Publisher: Bloomsbury Professional

Law As Stated At: 1 November 2021

Shareholder Actions

Shareholder Actions

Shareholder Actions is a comprehensive guide to the possible actions shareholders may be entitled to pursue, on whichever side of the dispute they might be involved. As well as unfair prejudice and derivative actions, and the many personal actions arising from the Companies Act 2006, the book covers actions based in common law and equity, as well as actions based in other statutory law. It also explores occurences of directors owing fiduciary duties directly to shareholders and the 'no reflective loss' rule providing a clear view of its scope, but also its limitations.

The book refers to judgments in other related jurisdictions when it is necessary to substantiate a submission not already fully and authoritatively addressed by English law. Scottish cases are referred to where the House of Lords or Supreme Court have dealt with an issue, or where the point of law overlaps with English law.

There are separate chapters on taxation issues, shareholder claims in Australia, due the large cross pollination between English and Australian law and, for comparative purposes, on Canada where a very different approach is taken with its common law based system and South Africa.

In addition to an expanded section on procedure with detailed consideration of the availability of interlocutory relief, the new 3rd edition also covers significant developments in case law that there have been since the 2nd edition including in relation to:

  • Directors’ duties, eg Julien v Evolving Technologies; Popely v Popely; Auden McKenzie (Pharma) Ltd v Patel; Re System Building Services Group; Dickinson v NAL Realisations (Staffordshire) Ltd and in the continuing Sharp v Blank litigation
  • Remedies following directors’ breaches of duties, eg CPS v Aquila Advisory Ltd and in Interactive Technology v Fester
  • Derivative claims, eg Sevilleja Garcia v Marex Financial Ltd and Homes of England Ltd v Nick Bellman (Holdings) Ltd
  • Unfair prejudice petitions, eg Re G&G Properties Ltd; re Bankside Hotels Ltd, aka Griffith v Gourgey; George v McCarthy and Allnutt v Nags Head Reading Ltd
  • Just and equitable winding up, eg Chu v Lau
  • The doctrine of the non-recoverability of reflective loss, eg the decisions of both the Supreme Court and the Court of Appeal in the important case of Sevilleja Garcia v Marex Financial Ltd where this was considered and ultimately refined; and Re Hut Group Ltd, aka Zedra Trust Co (Jersey) Ltd v Hut Group Ltd
  • Access to company registers, eg Houldsworth Village Management v Barton
  • The liability of parent companies for the actions of their subsidiaries in Vedanta Resources Plc and Another v Lungowe