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Company Law > 6) Minority Shareholder Remedies > Flashcards

6) Minority Shareholder Remedies Flashcards

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1
Q

MA 3

A

Directors are responsible for the day-to-day running of the company and have the authority necessary to act on the company’s behalf in this regard.

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2
Q

s21 CA 2006

A

Certain key decisions require shareholder approval.
Eg Amending the company’s articles

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3
Q

s188 CA 2006

A

Granting a director a long-term service contract

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4
Q

s197 CA 2006

A

Making a loan to a director

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5
Q

s168 CA 2006

A

Removing a director from office

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6
Q

Ordinary Resolution

A

Over 50% in favour

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7
Q

Special Resolution

A

75%

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8
Q

Principle of the Majority Rule

A

Directors and shareholders act by majority rule.
Pervades company law.

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9
Q

CA 2006 - minority shareholders

A
  • Have certain limited remedies where the management of the company causes prejudice and loss
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10
Q

Historically minority shareholders’ only remedy

A

Petition the court for the company to be wound up as just and equitable to do so

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11
Q

Introduction of action for unfair prejudice

A
  • Sought to provide minority shareholders with a better remedy
  • Initially set out in s459 CA 1985
  • Now s994 CA 2006
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12
Q

S994(1)

A
  • A member of a company may applyto the court by petition for an order…on the ground:
  • Company’s affairs are conducted in a manner unfairly prejudicial to interest of members generally, or some at least.
  • Or that would be prejudicial
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13
Q

To succeed with a petition under s 994(1)

A

Petition must establish
unfairly prejudicial conduct arising from an act or omission of the company.
Or made on the company’s behalf.
* Must be by the company, not individuals
* Relate to affairs of company, not personal

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14
Q

Re Legal Costs Negotiators Ltd 1999

A
  • 4 = shareholders, directors and employees.
  • Fourth individual dismissed as employee - resigned as director.
  • Petitioned under s 459 to transfer his shares to them
    CoA rejected petition, as the majority could prevent any prejudice
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15
Q

Re Home & Office Fire Extinguisher Ltd 2012

A
  • Overlap between the requirement that conduct relates to company affairs and not personal disputes, where disputes make it impossible for parties to continue working together.
  • Brother attacked with hammer - ordered to sell his shares in company
    Breach that the company would act properly and in good faith
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16
Q

Re City Branch Group Ltd, Gross v Rackind 2005

A
  • Conduct of a subsidiary regarded as falling within the affairs of a company.
  • Especially where the directors are the same
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17
Q

Petitioner must prove

A

That their interests in their capacity as members have been unfairly prejudiced as a result of conduct on the part of the company
Construed widely

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18
Q

De Bovey Hotel Ventures Ltd

A

Members have an interest in the value of shares
* May be able to bring a claim if can show value has been seriously jeopardies
* by action of company & is unfair

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19
Q

Gamelstaden Fastigheter B Baltic Partner Ltd 2007

A
  • Member had provided a loan to the company
  • Issue was whether petition should be struck out where company was insolvent and relief sought.
    Interests extend to members who are a creditor - distinction artificial.
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20
Q

Unfair prejudice case

A

O’Neill v Phillips 1999

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21
Q

O’Neil v Philips

A
  • Petitioner employed by company. Was awarded 25% of company and made director.
  • Following decline after sole director, retired director used voting rights to appoint himself MD.
  • Petitioner issued a petition for unfair prejudice based on legit expectation of receiving 50% profits.
    **HoL held no unfair prejudice, 50% never formalised and relied on petitioner running business((
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22
Q

Hoffmann LJ - O’Neill v Phillips

A

Fairness for the purposes of s994 must be viewed in context of a commercial relationship - that set out in the articles.

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23
Q

Re Tobian Properties Ltd 2012

A

Arden LJ
Unfairly prejudicial = two elements
* Unfairness
* prejudice
Cannot be unbound

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24
Q

Following O’Neill v Phillips to establish unfair prejudice against

A

Petitioner must prove
* Breach of Contract (Articles; or shareholders agreement)
* Breach of some fundamental understanding

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25
Q

How will court address claims of unfair conduct

A
  • Look into conduct in accordance with articles
  • Consider scope for “fundamental understandings”
  • Unfairness tested - looking whether the majority acting in a manner which equity would have regard as contrary to good faith
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26
Q

Unfairness tested

A

Majority had acted in a manner equity would regard as contrary to good faith

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27
Q

Is unlawful conduct unfairly prejudicial

A
  • Not necessarily
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28
Q

Examples of unfairly prejudicial conduct

A
  • Exclusion from management
  • Mismanagement
  • Breach of director’s fiduciary duties
  • Excessive renumeration / refusal to pay dividends
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29
Q

Cases re: Exclusion from Management

A
  • Tottenham Hotspur plc 1994
  • Re Compound Photonics Group Ltd 2022
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30
Q

Exclusion from Management

A
  • Director may validly be removed from office by an OR under s168 CA 2006
  • Not the case that any removal = unfair prejudice
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31
Q

Re Tottenham Hotspur Plc, 1994

A

Venables CE of football club
Brought a petition claiming unfair prejudice after dismissed from office.
Held that he had no legitimate expectation of remaining in control = failed

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32
Q

Re Compound Photonics Group Ltd 2002

A
  • Two minority shareholders petitioned for unfair prejudice for termination of roles as directors.
  • Breached SA: good faith; majority shareholders not to determine commercial strategy.
  • CoA rejected the petition - Good Faith clause not so wide.
    Absence of express provision to entrench directors = lack of intention
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33
Q

Mismanagement

A
  • Risk of poor management inherent to share ownership
  • Courts will not interfere in business decision making except when CoI.
  • When directors have abused their powers may amount to mismangement
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34
Q

Re Elgindata Ltd 1991

A

Courts will interfere when there is a clear conflict of interest

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35
Q

Mismanagement Cases

A
  • Re Macro (Ipswich) Ltd 1994
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36
Q

Re Macro (Ipswich) Ltd 1994

A
  • Allegation of mismanagement over 40 years resulting in economic loss
  • Sole director neglected responsibilities - allowed theft from company by employees.
    Successfully argued substantial loss sufferred = unfair prejudice
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37
Q

Breach of directors’ fiduciary duties - cases

A
  • Re London School of Economics 1986
  • Re Little Olympian Each Ways ltd (No3) 1995
  • Re A Company (No 005287 or 1985) 1986
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38
Q

Re London School of Economics 1986

A
  • Petition for UF succeeded
  • Those in control had misappropriated assets by diverting them to another business owned by them
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39
Q

Re Little Olympian Each-Ways No3, 1995

A
  • Directors sold business at substantial undervalue
  • Part of a wider transaction; directors received personal benefit.
    = UF
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40
Q

Re A Company (No 005287 and 1985) 1986

A

Petition for UF succeeded as directors made secret profits

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41
Q

Excessive remuneration and refusal to pay dividentds

A
  • Articles provide Directors renumeration should be determined by the GM
  • Practice delegated to the board
  • Court won’t interfere if honest
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42
Q

Excessive remuneration and refusal to pay dividends
Case

A

Re a Company No 004415 of 1996

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43
Q

Re a Company No 004415 of 1996

A

Court held renumeration and dividend
* not justified by “objective commercial criteria”
* UF to shareholders who are not directors

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44
Q

Who may bring a claim for UF?

A

Unfair prejudice claim can be brought by a “member” of the company
s994(1)

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45
Q

s994(1)

A

Unfair prejudice claim can be brought by a “member” of the company

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46
Q

S112

A

Defines a “member” as subscirber to the company’s memorandum; name is entered onto register of members.

  • Can be broadly interpreted in some circumstances
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47
Q

Who may bring a claim for unfair prejudice - cases

A
  • Harris v Jones 2011
  • Blunt v Jackson 2013
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48
Q

Harris v Jones 2011

A
  • Court held a person whom shares had been transferred
  • But had not been registered as a member
  • Had the right to bring an s994 petition
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49
Q

Blunt v Jackson 2013

A
  • Judge noted court had power to retrospectively amend register of members.
  • Allowed a person agreed to become a 50% shareholder and had worked for low wages - although not registered
  • to succeed based on exclusion from management
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50
Q

Where do remedies for UF come from.

A

s996 (2)

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51
Q

Remedies - s996(1)

A

Courts make such order has thinks fit for giving relief in respect of matters complained of.

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52
Q

s 996(2)

A

Remedies list:
* Regulate conduct of company’s affairs in future
* Require company to refrain or do an act
* Authorise civil proceedings
* Require a company not to alter articles
* Provide for purchase of shares by any member of the company

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53
Q

Grace v Bigiolu 2005

A

Presumption that a court will grant and order for the purchase of the petitioners shares by the company or another shareholder
s99623

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54
Q

Most common remedy for small private companies

A

Share purchase order
Small private companies have limited options to sell shares.
Court to determine a price that is fair in all circumstances

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55
Q

s755 CA 2006

A

Private companies are prohibited from offering shares to the public

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56
Q

Re Bird Precision Bellows Ltd 1984

A
  • Unfair to impose a discount on the shares to represent limited voting power since mainly being forced to sell
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57
Q

Why is the valuation of shares difficult

A
  • Value of shares may have changed considerably between when petition to court was made and the date of judgment
  • See Abbington Hotel Ltd 2011
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58
Q

Abbington Hotel Ltd 2011

A
  • Starting point for date of valuation of shares is the date of the judgment
  • Court is free to choose a date that is most appropriate **Date should be that which best remedies the unfair prejudice held*
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59
Q

O’ Neill v Phillips 1999 - valuation

A
  • If offer is made on expert valuation
  • Respondent may be entitled to have petition for UF struck out
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60
Q

McCallum-Toppin 2019

A

Estate of deceased director succeeded with a UF claim.
Majority
* Deprived dividends; paid large salaries
* Used as personal piggy bank - borrowed in excess of £1 mill.
Majority ordered to buy out at a fair, undiscounted value

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61
Q

Re Sprintroom, 2019

A
  • Breach of duty by a director who incorrectly claimed the IP was vested to him personally rather than company.
  • Did not preclude remedy as 40% shareholder for exclusion by management, and undervalued share offer.
    Balancing payment ordered
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62
Q

Historically just and equitable winding up….

A

Was the only remedy available to an aggrieved minority shareholder

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63
Q

s122(1)9g) Insolvency Act 1986

A

A company may be wound up by the court if the court is of the opinion that it is just and equitable that it be wound up

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64
Q

Remedy of winding up a company comes from….

A
  • Law of partnership
  • Courts of equity had jurisdicition to dissolve partnership where relationship between members had broken down
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65
Q

Just and equitable winding up is a….. remedy

A
  • Draconian
  • Remedy of last resort
  • Where possible will find alternative remedies
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66
Q

The Companies Act 1980 introduced the remedy of unfair prejudice

A

Now Unfair prejudice is used more commonly in resolution of shareholder disputes than just equitable winding up.

67
Q

Consequences of equitable winding up petition

A

Any disposition of shares, alteration of status of the company… made after commencement of winding up is void.
section 127 IA 1986

68
Q

Section 127 IA 1986

A

Disposition of the company’s property and transfer of shares, alteration of status of members after winding up commences will be VOID

69
Q

On notice of just and equitable winding up….

A
  • Banks freeze accounts
  • Payments may be set aside by the liquidator when wound up
70
Q

Ground for petition for “just and equitable winding up” - Case

A

Ebrahimi v Westbourne Galleries 1973

71
Q

Ebrahimi v Westbourne Galleries 1973

A
  • Court have wide discretionary jurisdiction - consider cases individually
  • Usually where relationships have broken down
72
Q

Three examples of where relationships between directors and shareholders has broken down….

A
  • Deadlock (Where parties are not able to reach a decision)
  • Justifiable loss of confidence in management
  • Exclusion from management
73
Q

Ebrahimi v Westbourne Galleries Ltd

A

A rug business run as a partnership for 10 years.
* Company est to take over the business.
* Another person joined shareholder - E became minority.
* E was voted off board, retained shares - no dividend paid - all paid to directors.
* Found it was just and equitable to wind up, as the company was a quasi partnerhsip

74
Q

Grounds for petition

A
  • Substratum failed
  • Fraud
  • Deadlock
  • Justifiable loss of confidence in management
  • Exclusion from participation in small company - when relationship based on mutual confidence
75
Q

Grounds for petition: Substratum has failed

A
  • Commercial object of the company has failed or been fulfilled (less important now following 31(1) CA 2006 where objectives are unrestricted.
    Re German Date Coffee Co 1882
76
Q

Re German Date Coffee Co 1882

A

The company was registered with the object of a German patent for date coffee.
* Not granted, but swedish one was.
* Wound up on the basis the substratum of the company was gone**

77
Q

Grounds for Petition: Fraud

A
  • Where a company has been formed to perpetrate fraud and winding up represents best way for shareholders to recoup investment
    ** Re Thomas Edward Brinsmead & Sons 1897**
78
Q

Re Thomas Edward Brinsmead & Sons 1897

A
  • Three men employees of renowned piano manufacturing company
  • Made company to pass off piano as made by John Brinsmead * Sons.
    Fraudulent therefore just and equitable
79
Q

Grounds for petition: Deadlock

A
  • Rare for a total deadlock.
  • Chairman generally has casting vote.
  • When deadlock does occur, court may order winding up
    Re Yenidje Tobacco Ltd 1916
80
Q

Re Yenidje Tobacco Ltd 1916

A
  • Two tobacco manufacturers merged
  • Equal shareholders - two directors
  • Refused to communicate - only communicate via CoSec.
    Profitable but wound up
81
Q

Grounds for petition: Loss of confidence in management

A
  • When a quasi-partnership, may order to be wound up when lack of confidence.
  • Lack of probity in way company is run by the majority.
  • Driving minority out.
    Loch v John Blackwood Ltd 1924
82
Q

Loch v John Blackwood Ltd 1924

A

Majority shareholder in this company dominated board of directors
* Refused to declare dividends
* Call GM
* Publish accounts.
Aim was to induce minority to sell at undervalue = wound up

83
Q

Grounds for petition: Exclusion, when based on mutual confidence

A

Wilberforce L
* Basis of association was personal and mutual confidence.
* Understanding that all shareholders participate in management
* Restriction of transfer of interests preventing leaving
Ebrahimi v Westbourne Galleries

84
Q

Who can bring a petition

A

A “contributory”
Section 124(1) IA 1986

85
Q

Define a contributory

A

Any person liable to contribute to the assets of a company in the event of it being wound up
* Past or present nmember

86
Q

For a fully paid-up shareholder to bring a petition

A

Must show “tangible interest in the company
* On balance of probabilities
* Prove there will be surplus among shareholders after payment
Re Rica Gold Washing Co 1879

87
Q

Re Rica Gold Washing Co 1879

A

Must prove on a balance of probabilities that will be surplus post winding up.

88
Q

If cannot prove surplus assets (Re Rico Gold Washing Co)…. must….

A

Establish a tangible interest by showing they would achieve advantage or avoid/minimise disadvantage if wound up Re Chesterfield Catering Co 1977

89
Q

Re Chesterfield Catering Co 1977

A

Establish a tangible interest by showing they would achieve advantage or avoid/minimise disadvantage if wound up

90
Q

If petitioner’s own conduct was reason for breakdown….

A

this will be a relevant factor in deciding what order to make

91
Q

Can an individual member bring a claim when the board refuse to do s0?

A
  • Courts reluctant to interfere in internal management
  • Best left to directors
  • Elected, assumed to have greater commercial awareness.
92
Q

Carlen v Drury 1812

A

Court is not required in every Occassion to take the management of every Playhouse and Brewhouse in the kingdo

93
Q

Two types of shareholder actions relating to internal disputes

A
  • Personal claims
  • Derivative Claims
94
Q

Personal claims - define

A

Claims brought by members in relation to wrongs done to them person

95
Q

Derivative claims - define

A

Claims brought by members to vindicate a wrong done to the company

96
Q

Personal claim - Process

A
  • Personal or representative action
  • Statutory remedies (UP or JEW)
  • May also bring personal claim to enforce rights as shareholders
97
Q

s994 CA 2006

A

Unfair Prejudice

98
Q

s122 Insolvency Act 1986

A

JEW

99
Q

s33 CA 2006

A

Shareholders may bring a personal claim to enforce their rights as shareholders in the articles.

100
Q

Personal claims are not affected by..

A
  • Rule in Foss v Harbottle
  • Statutory procedure in CA 2006
101
Q

Derivative claims were orginally dealt with by courts…

A

In accordance with Foss v Harbottle

Now there is a statutory procedure.

102
Q

Derivative Claim

A

A derivative claim is a claim brought by a member in respect of a cause of action vested in the company seeking relief on behalf of the company

103
Q

Exceptions to Foss v Harbottle

A
  • Act complained of is Ultra vires or illegal
  • Matter could be validly done by special majority
  • Or non compliance with special procedure.
  • Personal and individual rights have been infringed
  • Fraud on the minority - wrongdoers are in control
104
Q

Academic debate as to exceptions to Foss v Harbottle

A
  • True exceptions, or separate rights of action?
  • View is only “fraud on the minority” is a true exception
  • Others = sue for breach of personal rights
105
Q

Edwards v Haliwall 1950

A
  • Proper claimant = company itself
  • Internal management principle - wrong might be binding
106
Q

Statutory rules only affect claims for wrongs done….

A
  • To the company
  • By directors
    s260(3)
107
Q

Disadvantage of derivative claims

A

Relief gained is only awarded to the company, not the individual bringing proceedings

108
Q

Advantage of derivative claim

A
  • Allow individual members to “right a wrong” on behalf of the company
  • When company itself does not
109
Q

Under statutory procedure, a derivative claim may be brought….

A
  • By any member - s260(1)
  • Brought against any director /person, including former - s 260(3) (5)
  • Grounds for bringing claim - act or omission, actual or proposed, neg, defailt breach - 260 (3)
110
Q

s260(1) CA 2006

A

A claim may be brought by any member

111
Q

s260(3) C3A 2006

A

The grounds for bringing claim:
act or omission, actual or proposed, involving negligence, default, breach of duty or trust by a director.

112
Q

s260(4) CA 2006

A

Immaterial whether the cause of action arose before or after the claimant became a shareholder

113
Q

Application process ofr derivative claim

A

1) Applicant has case for permission to continue derivative claim?
2) Full permission hearing - may order company & applicant to provide evidence.
s261-263

114
Q

Stage 1

A
  • Dismiss cases that stand no chance
  • Can bypass stage if company concedes
  • Or where court prepared to hear both stages.
115
Q

Franbar Holdings Ltd v Patel 2008

A

Parties can bypass stage where the defendant concedes there is a case,

116
Q

Stimpson v Southern Landlords Association 2009

A

Court may be prepared to hear first and second stages for permission together

117
Q

Re Severn Holdings 2011

A

Combining both stages, criticised for bypassing filter mechanism.

118
Q

Stage 2

A

Full permission hearing
* S263
* Sets out absolute and discretionary bars to granting permission to continue a derivative claim

119
Q

Absolute bars to continue the claim

A
  • s 263(2) permission refused:**
  • Person acting in accordance with s172
  • action authorized by company
  • Ratified by company.
120
Q

Discretionary bars when granting permission to continue derivative claim

A

Section 263(3) consider
* Acting in good faith?
* Promoting success of company
* Authorised by company
* Ratified by company
* Company decided not to pursue claim
* Rise to personal action

121
Q

Other considerations when court looking to grant permission to continue claim

A
  • s263(4)
  • Particular regard to any evidence as to views of members who have no personal interest in the matter
    Smith v Craft No2
122
Q

Approach of the courts

A
  • Presume to dismiss derivative unless exception applies.
  • Concern for floodgates
  • Courts case manage stage 1
123
Q

Substantial disincentives of derivative claim

A
  • Members do not recover damages
  • Paid to company if successful
  • Courts cliams aresubstantial
124
Q

Mission Capital v Sinclair 2008

A
  • 2 directors = shareholder
  • Dismissed and service contracts terminated.
  • Company brought a claim against them
  • They brough counter claim seeking reinstatement * DC
  • Court refused as notional director acting with their duty wouldn’t continue claim
  • Claimants could bring UF claim
125
Q

s172 CA 2006

A

Directors’ duty to promote success of the company

126
Q

Franbar Holdings v Patel 2008

A
  • Disag about way company was managed and Shareholders Agreement.
  • Shareholder brought claim of breach of SA
  • Notional director would not attach importance
  • Unfair prejudcie claim
127
Q

Iesini v Westrip Holdings Ltd 2009

A
  • Directors did not breach duties - no derivative claim
  • S1: evidence filed by applicant
  • S2: Need something moreS
128
Q

Stainer v Lee 2010

A
  • Court granted limited permission to continue DA to end of disclosures
  • Subject to various conditions eg costs.
  • Court considered strength would be clearer after disclosures.
129
Q

Cullen Investments Ltd v Brown 2015

A
  • Granted permission to continue claim to trial
  • Director exploited corp opportunity for own benefit
  • Shareholder assumed financial risks of litigation
  • Rejected that a director in accordance with duty would have supported claim.
130
Q

Bridge v Daley 2015

A
  • Refused permission for DC
  • Claimant acting in good faith
  • Allegations unsubstantiated
  • Majority of shareholders and independent board did not support
    Better under s994
131
Q

Cost of derivative claims

A
  • Cost = disincentive.
  • Rule 19.19 Civil Procedure Rules; allows company to indemnify claimant against liability
132
Q

Rule 19.19 Civil Procedure Rules

A
  • Pre-emptive costs order
  • Indemnify claimant against liability
    Wallersteiner v Moir No2 1975
133
Q

Wallersteiner v Moir No2, 1975

A

Pre emptive costs first awarded
* Indemnified provided acted reasonably.

134
Q

Derivative claims - overlap with s994

A

Courts will be reluctant to grant permission to continue with derivative claim
Not an absolute bar.
Mission Capital Plc v Sinclair
Franbar Holdings v Patel

135
Q

Phillips v Fryer 2011

A
  • Appropriate cases discretion may be exercised the other way
  • Court may hear proceedings under s994 and 260 together
136
Q

Advantages - claim of under s994 rather than DC

A
  • Unfair prejudice
  • Easier to proceed
  • No permission requirement
  • Remedy for member not company.
137
Q

Derivative Action may be preferable to Unfair Prejudice

A
  • Where aim of claimant is not bought out, but for the company to benefit
    Clark v Cutland 2004
138
Q

s996(2)(c)

A

Gives the court power to direct claimants for Unfair Prejudice to bring a derivative claim.
Very rare

139
Q

Claims often brought on more than one ground

A

Paramount Powders (Baydal v Baydal) 2019

140
Q

Paramount Powders (Baydal v Baydal) 2019

A
  • 3 claims failed
  • Unfair prejudice
  • Just and Equitable winding up
  • Derivative claim
141
Q

Paramount Powders (Baydal v Baydal) 2019
Unfair Prejudice

A
  • Director directly competing against company through son’s company
  • No unfair prejudice remedy
    s172 and 175 CA 2006
142
Q

Paramount Powders (Baydal v Baydal) 2019

JEW

A
  • Failure of mutual trust and confidence
  • Did not come to equity to clean hands
  • Also would “leave field clear” for competitor
143
Q

Paramount Powders (Baydal v Baydal) 2019

DC

A
  • Claimed brother breached duty as director
  • Failed as had consented
144
Q

Shareholder contract or tort loss

A
  • Could also have claim for UF and JEW
145
Q

Alleged loss results in loss to company and shareholder

A
  • Only loss alleged to have been suffered by shareholder is
  • = reflection of the loss sustained by company.
146
Q

Courts will not allow shareholders to bring personal claims

A
  • Reflection of Foss v Harbottle
  • Can only claim for reflected loss sustained by the company.
147
Q

Prudential v Assurance Co Ltd v Newman Industries Ltd (No 2)

A

Shareholder cannot recover damages because the company he is interested to suffered damage.
* Loss is through the company, diminution of net assets of company.

148
Q

PERSONAL CLAIM
* Reflective Loss
* Further personal loss

A
  • Conduct = breach of legal duty owed personally (contract & tort)
  • Personal loss = separate and distinct
149
Q

Johnson v Gore Wood

A

Policy reason underlying the bar on personal claims for reflective loss is the need to protect creditors

150
Q

Rare case where shareholder was able to show additional loss on which to claim

A

Giles v Rhind

151
Q

Rights for Statutory Minority shareholders

A
  • Protection against alteration of constitution
  • Right to requisition a GM
  • Demand a poll vote
  • Enforce articles
152
Q

s21 CA 2006

A

Protection against alteration to the company’s constitution

153
Q

ss303-305 CA 2006

A

Right to requisition a GM

154
Q

s 321 CA 2006

A

Right to demand a poll vote

155
Q

s33 CA 2006

A

Right to enforce articles

156
Q

Protection against alteration to the company’s constitution

A
  • Protected against article alterations
  • SR =75% majority needed.
157
Q

Allen v Gold Reefs of West Africa Ltd 1900

A

Shareholders must vote to amend articles in good faith

Not undermine substantive rights of minority.

158
Q

Russell v Northern Bank Development Corpn 1992

A

Shareholders can agree via SA how to exercise voting rights on a resolution to alter articles
= enforceable

159
Q

Right to requisition a GM

A
  • Requisition can be brought by shareholders holding not less than 5% of the voting paid-up capital
160
Q

s305

A

Shareholders may call GM meeting themselves if fail to convene a meeting

161
Q

s304

A

Directors fail to convene GM within 21 days
Hold GM within 28 days

162
Q

Right to demand a poll vote

A

1 vote per hand

163
Q

Section 321 provides that a poll vote may be demanded

A
  • Not less than 5 members having a right to vote
  • Members > 10% of all voting rights
  • Members > 10% paidup shares

Company Law (8 decks)

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